| 1 | NAME OF REPORTING PERSON Orbis Investment Management Limited ("OIML"), Orbis Investment Management (U.S.), L.P. ("OIMUS") I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) OIMUS: 26-0583752 | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION OIML is a company organized under the laws of Bermuda. OIMUS is a limited partnership organized under the laws of Delaware, U.S.A. | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 11,247,150 | |
| 6 | SHARED VOTING POWER 0 | ||
| 7 | SOLE DISPOSITIVE POWER 11,247,150 | ||
| 8 | SHARED DISPOSITIVE POWER 0 | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON OIML - 11,116,614 OIMUS - 130,536 | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5% | ||
| 12 | TYPE OF REPORTING PERSON FI (OIML); IA (OIMUS) | ||
| ITEM 1(a). | NAME OF ISSUER: Sunrun Inc. | |
| ITEM 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 225 BUSH STREET, SUITE 1400 SAN FRANCISCO, CA, 94104 USA | |
| ITEM 2(a). | NAME OF PERSON FILING: Orbis Investment Management Limited ("OIML"), Orbis Investment Management (U.S.), L.P. ("OIMUS") | |
| ITEM 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: OIML: Orbis House, 25 Front Street, Hamilton, Bermuda HM11 OIMUS: One Letterman Drive, Building C, Suite CM-100, The Presidio of San Francisco, San Francisco, CA 94129-1492, USA | |
| ITEM 2(c). | CITIZENSHIP: OIML is a company organized under the laws of Bermuda. OIMUS is a limited partnership organized under the laws of Delaware, U.S.A. | |
| ITEM 2(d). | TITLE OF CLASS OF SECURITIES: Common Stock, $0.0001 par value | |
| ITEM 2(e). | CUSIP NUMBER: 86771W105 | |
| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A: | |
(a) [ ] | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c); | |
(b) [ ] | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
(c) [ ] | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
(d) [ ] | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); | |
(e) [X] | An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); | |
(f) [ ] | An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); | |
(g) [ ] | A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); | |
(h) [ ] | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
(i) [ ] | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
(j) [X] | A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); | |
(k) [X] | Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution: equivalent to IA (OIML) | |
| ITEM 4. | OWNERSHIP | |
| The responses to questions 5 through 9 and 11 on the cover page(s) are incorporated by reference into this Item 4. | ||
| (a) Amount beneficially owned: | ||
| OIML - 11,116,614 OIMUS - 130,536 | ||
| (b) Percent of class: | ||
| 5.0% | ||
| (c) Number of shares as to which the person has: | ||
| (i) sole power to vote or to direct the vote: | ||
| 11,247,150 | ||
| (ii) shared power to vote or to direct the vote: | ||
| 0 | ||
| (iii) sole power to dispose or direct the disposition of: | ||
| 11,247,150 | ||
| (iv) shared power to dispose or to direct the disposition of: | ||
| 0 | ||
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. | |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: Other persons have the right to receive dividends from, the power to direct the receipt of dividends from, or the right to receive the proceeds from the sale of, the securities of the issuer identified in Item 4(a) that are beneficially owned by OIML. Another person has the right to receive dividends from, the power to direct the receipt of dividends from, or the right to receive the proceeds from the sale of, the securities of the issuer identified in Item 4(a) that are beneficially owned by OIMUS. | |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: | |
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: Information with respect to each of OIML and OIMUS (collectively, the "Reporting Persons") is given solely by each such Reporting Person and no Reporting Person has responsibility for the accuracy or completeness of information supplied by any other Reporting Person. OIML is classified as a Non-U.S. Institution (FI) that is equivalent to an Investment Adviser (IA). OIMUS is classified as an Investment Adviser (IA). Notwithstanding that the Reporting Persons are making this filing together, none of the Reporting Persons represents that it is a member of a group for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. Each Reporting Person disclaims beneficial ownership of any shares beneficially owned by any other Reporting Person as specified in Item 4(a). | |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP: | |
| ITEM 10. | CERTIFICATION: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under 240.14a-11. By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Orbis Investment Management Limited is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. | |
| November 14 2024 | Orbis Investment Management Limited ("OIML"), Orbis Investment Management (U.S.), L.P. ("OIMUS") By: /s/ Matt Gaarder Name: Matt Gaarder Title: Matt Gaarder is the Attorney-in-Fact of Orbis Investment Management Limited and Secretary of Orbis Investment Management (U.S.), L.P. |
