SEC Form 4 

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |

1. Name and Address of Reporting Person^*
NEESE MARTY T

(Last) | (First) | (Middle)
C/O SUNPOWER CORPORATION
77 RIO ROBLES

(Street) 
SAN JOSE | CA | 95134

(City) | (State) | (Zip)

2. Issuer Name and Ticker or Trading Symbol 
SUNPOWER CORP [ SPWR ]

5. Relationship of Reporting Person(s) to Issuer 
(Check all applicable) 
| Director | | 10% Owner
X | Officer (give title below) | | Other (specify below)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line) 
X | Form filed by One Reporting Person
| Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4)
| | | Code | V | Amount | (A) or (D) | Price | | |

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4)
| | | | Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | | | |
Restricted Stock Units (RSUs) | $0^(1) | 02/22/2016 | | A | | 31,700 | | ^(2) | ^(2) | Common Stock | 31,700 | $0 | 31,700 | D |
Explanation of Responses:
1. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.
2. The RSUs shall vest in four equal installments on each of March 1, 2017, March 1, 2018, March 1, 2019 and March 1, 2020.
| Sage Walker, attorney-in-fact for Marty Neese | 02/24/2016
| ** Signature of Reporting Person | Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Lisa Bodensteiner, Christopher Jaap,
Lauren Walz, Jeffrey Hedrick, Sage Walker, Kristy Midkiff and Emily McIntyre,
and each of them, as the true and lawful attorney or attorneys-
in-fact, with full power of substitution and revocation, for the
undersigned and in the name, place and stead of the undersigned,
in any and all capacities, to execute, on behalf of the
undersigned, any and all statements or reports under Section 16
of the Securities Exchange Act of 1934, as amended, with respect
to the beneficial ownership of shares of common stock, par value
$0.001 per share, or other securities of SunPower Corporation,
including, without limitation, all initial statements of
beneficial ownership on Form 3, all statements of changes in
beneficial ownership on Form 4, all annual statements of
beneficial ownership on Form 5 and all successor or similar
forms, to be filed with the Securities and Exchange Commission,
to execute any and all amendments or supplements to any such
statements or reports, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting to said attorney or
attorneys-in-fact, and each of them, full power and authority to
do so and perform each and every act and thing requisite and
necessary to be done in and about the premises (including,
without limitation, completing, executing and delivering a Form
ID to apply for electronic filing codes), as fully and to all
intents and purposes as the undersigned might or could do in
person, and hereby ratifying and confirming all that said
attorney or attorneys-in-fact, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.  The undersigned acknowledges that the
foregoing attorneys-in-fact, and each of them, in serving in
such capacity at the request of the undersigned, are not
assuming any of the responsibilities of the undersigned to
comply with Section 16 of the Securities Exchange Act of 1934 or
any other legal requirement.  This Power of Attorney shall
remain in effect until revoked in writing by the undersigned.

                                                /s/ Marty T. Neese
                                                Name:  Marty T. Neese

Date:   2/24/16

16 of the Securities Exchange Act of 1934 or
any other legal requirement.  This Power of Attorney shall
remain in effect until revoked in writing