-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Er6lZNWpnn7oxzQZQSNGe7L4fmVmL+bIy0IJIaFDZzvgSZcCn12gUJyGcj23pmDt Hm6v5kZGBjlnzPhXC/JE5A== 0000315066-09-000133.txt : 20090112 0000315066-09-000133.hdr.sgml : 20090112 20090112160412 ACCESSION NUMBER: 0000315066-09-000133 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090112 DATE AS OF CHANGE: 20090112 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUNPOWER CORP CENTRAL INDEX KEY: 0000867773 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 943008969 FISCAL YEAR END: 1107 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81168 FILM NUMBER: 09521826 BUSINESS ADDRESS: STREET 1: 3939 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 408-240-5500 MAIL ADDRESS: STREET 1: 3939 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FMR LLC CENTRAL INDEX KEY: 0000315066 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 061209781 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175706339 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: FMR CORP DATE OF NAME CHANGE: 19920717 SC 13G/A 1 filing.txt DOC ONE SCHEDULE 13G Amendment No. 3 SunPower Corporation Class A Common Stock Cusip #867652109 Cusip #867652109 Item 1: Reporting Person - FMR LLC Item 4: Delaware Item 5: 10,266 Item 6: 0 Item 7: 348,697 Item 8: 0 Item 9: 348,697 Item 11: 0.794% Item 12: HC Cusip #867652109 Item 1: Reporting Person - Edward C. Johnson 3d Item 4: United States of America Item 5: 0 Item 6: 0 Item 7: 348,697 Item 8: 0 Item 9: 348,697 Item 11: 0.794% Item 12: IN SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Item 1(a). Name of Issuer: SunPower Corporation Item 1(b). Name of Issuer's Principal Executive Offices: 3939 North First Street San Jose, CA 95134 Item 2(a). Name of Person Filing: FMR LLC Item 2(b). Address or Principal Business Office or, if None, Residence: 82 Devonshire Street, Boston, Massachusetts 02109 Item 2(c). Citizenship: Not applicable Item 2(d). Title of Class of Securities: Class A Common Stock Item 2(e). CUSIP Number: 867652109 Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) and the person filing, FMR LLC, is a parent holding company in accordance with Section 240.13d-1(b)(ii)(G). (Note: See Item 7). Item 4. Ownership (a) Amount Beneficially Owned: 348,697 (b) Percent of Class: 0.794% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 10,266 (ii) shared power to vote or to direct the vote: 0 (iii) sole power to dispose or to direct the disposition of: 348,697 (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 (X). Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. See attached Exhibit A. Item 8. Identification and Classification of Members of the Group. Not applicable. See attached Exhibit A. Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. Inasmuch as the reporting persons are no longer the beneficial owners of more than five percent of the number of shares outstanding, the reporting persons have no further reporting obligation under Section 13(d) of the Securities and Exchange Commission thereunder, and the reporting persons have no obligation to amend this Statement if any material change occurs in the facts set forth herein. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. January 09, 2009 Date /s/ Scott C. Goebel Signature Scott C. Goebel Duly authorized under Power of Attorney effective as of June 1, 2008 by and on behalf of FMR LLC and its direct and indirect subsidiaries SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) Pursuant to the instructions in Item 7 of Schedule 13G, Fidelity Management & Research Company ("Fidelity"), 82 Devonshire Street, Boston, Massachusetts 02109, a wholly- owned subsidiary of FMR LLC and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 338,431 shares or 0.770% of the Class A Common Stock outstanding of SunPower Corporation ("the Company") as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. The number of shares of Class A Common Stock of SunPower Corporation owned by the investment companies at December 31, 2008 included 179,031 shares of Class A Common Stock resulting from the assumed conversion of $10,160,000 principal amount of SUNPOWER C0RP CV 1.25% 2/15/27 (17.6211 shares of Class A Common Stock for each $1,000 principal amount of debenture). Edward C. Johnson 3d and FMR LLC, through its control of Fidelity, and the funds each has sole power to dispose of the 338,431 shares owned by the Funds. Members of the family of Edward C. Johnson 3d, Chairman of FMR LLC, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR LLC, has the sole power to vote or direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds' Boards of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds' Boards of Trustees. Strategic Advisers, Inc., 82 Devonshire Street, Boston, MA 02109, a wholly-owned subsidiary of FMR LLC and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, provides investment advisory services to individuals. As such, FMR LLC's beneficial ownership includes 635 shares, or 0.001%, of the Class A Common Stock stock outstanding of SunPower Corporation, beneficially owned through Strategic Advisers, Inc. Pyramis Global Advisors, LLC ("PGALLC"), 53 State Street, Boston, Massachusetts, 02109, an indirect wholly- owned subsidiary of FMR LLC and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, is the beneficial owner of 8,914 shares or 0.020% of the outstanding Class A Common Stock of SunPower Corporation as a result of its serving as investment adviser to institutional accounts, non-U.S. mutual funds, or investment companies registered under Section 8 of the Investment Company Act of 1940 owning such shares. The number of shares of Class A Common Stock of SunPower Corporation owned by the institutional account(s) at December 31, 2008 included 4,829 shares of Class A Common Stock resulting from the assumed conversion of $274,000 principal amount of SUNPOWER C0RP CV 1.25% 2/15/27 (17.6211 shares of Class A Common Stock for each $1,000 principal amount of debenture). The number of shares of Class A Common Stock of SunPower Corporation owned by the institutional account(s) at December 31, 2008 included 4,085 shares of Class A Common Stock resulting from the assumed conversion of $336,000 principal amount of SUNPOWER CORP CV 0.75% 8/01/27 (12.1599 shares of Class A Common Stock for each $1,000 principal amount of debenture). Edward C. Johnson 3d and FMR LLC, through its control of PGALLC, each has sole dispositive power over 8,914 shares and sole power to vote or to direct the voting of 8,914 shares of Class A Common Stock owned by the institutional accounts or funds advised by PGALLC as reported above. Pyramis Global Advisors Trust Company ("PGATC"), 53 State Street, Boston, Massachusetts, 02109, an indirect wholly-owned subsidiary of FMR LLC and a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934, is the beneficial owner of 717 shares or 0.002% of the outstanding Class A Common Stock of the SunPower Corporation as a result of its serving as investment manager of institutional accounts owning such shares. The number of shares of Class A Common Stock of SunPower Corporation owned by the institutional account(s) at December 31, 2008 included 352 shares of Class A Common Stock resulting from the assumed conversion of $20,000 principal amount of SUNPOWER C0RP CV 1.25% 2/15/27 (17.6211 shares of Class A Common Stock for each $1,000 principal amount of debenture). The number of shares of Class A Common Stock of SunPower Corporation owned by the institutional account(s) at December 31, 2008 included 365 shares of Class A Common Stock resulting from the assumed conversion of $30,000 principal amount of SUNPOWER CORP CV 0.75% 8/01/27 (12.1599 shares of Class A Common Stock for each $1,000 principal amount of debenture). Edward C. Johnson 3d and FMR LLC, through its control of Pyramis Global Advisors Trust Company, each has sole dispositive power over 717 shares and sole power to vote or to direct the voting of 717 shares of Class A Common Stock owned by the institutional accounts managed by PGATC as reported above. SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) RULE 13d-1(f)(1) AGREEMENT The undersigned persons, on January 09, 2009, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with their beneficial ownership of the Class A Common Stock of SunPower Corporation at December 31, 2008. FMR LLC By /s/ Scott C. Goebel Scott C. Goebel Duly authorized under Power of Attorney effective as of June 1, 2008, by and on behalf of FMR LLC and its direct and indirect subsidiaries Edward C. Johnson 3d By /s/ Scott C. Goebel Scott C. Goebel Duly authorized under Power of Attorney effective as of June 1, 2008, by and on behalf of Edward C. Johnson 3d Fidelity Management & Research Company By /s/ Scott C. Goebel Scott C. Goebel Senior V.P. and General Counsel -----END PRIVACY-ENHANCED MESSAGE-----