EX-4.1



 Exhibit 4.1 

[FORM OF FACE OF PERPETUAL CONVERTIBLE PREFERRED STOCK CERTIFICATE] 

[INCLUDE FOR GLOBAL PREFERRED SHARES] 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE CORPORATION OR THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
IN AS MUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE STATEMENT WITH RESPECT TO SHARES. IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY
REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS. 

  
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	 Certificate Number [            ] 
	[Initial] Number of Shares of Perpetual 

 Convertible Preferred Stock
[            ] 
 CUSIP 86732Y 208 

ISIN US86732Y2081 
 SUNEDISON, INC. 

 
  

6.75% Series A Perpetual Convertible Preferred Stock 

(par value $0.01 per share) 

(Liquidation Preference as specified below) 

SUNEDISON, INC., a Delaware corporation (the “Corporation”), hereby certifies that
[            ] (the “Holder”), is the registered owner of [            ][the number shown on
Schedule I hereto of] fully paid and non-assessable shares of the Corporation’s designated 6.75% Series A Perpetual Convertible Preferred Stock, with a par value of $0.01 per share and a Liquidation Preference of $1,000.00 per share
(the “Perpetual Convertible Preferred Stock”). The shares of Perpetual Convertible Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Perpetual Convertible Preferred Stock represented hereby are and shall in all respects
be subject to the provisions of the Certificate of Designations of 6.75% Series A Perpetual Convertible Preferred Stock of SunEdison, Inc. dated August 21, 2015 as the same may be amended from time to time (the “Certificate of
Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Corporation will provide a copy of the Certificate of Designations to the Holder without charge upon
written request to the Corporation at its principal place of business. 
 Reference is hereby made to the provisions of the Perpetual
Convertible Preferred Stock set forth on the reverse hereof and in the Certificate of Designations, which provisions shall for all purposes have the same effect as if set forth at this place. 

Upon receipt of this executed certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.

 Unless the Transfer Agent and Registrar have properly countersigned, these shares of Perpetual Convertible Preferred Stock shall not be
entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose. 

  
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 IN WITNESS WHEREOF, this certificate has been executed on behalf of the Corporation by two
Officers of the Corporation this [            ] of [            ]
[            ]. 
  

			
	SUNEDISON, INC.
	By:	 	   

		 	Name:
		 	Title:
	By:	 	   

		 	Name:
		 	Title:



  
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 COUNTERSIGNATURE 

These are shares of Perpetual Convertible Preferred Stock referred to in the within-mentioned Certificate of Designations. 

Dated: [            ],
[            ] 
 Computershare Trust Company, N.A., as 

Registrar and Transfer Agent 

			
	By:    	 	   

		 	Name:
		 	Title:


  
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 [FORM OF REVERSE OF CERTIFICATE FOR PERPETUAL CONVERTIBLE PREFERRED STOCK] 

Cumulative dividends on each share of Perpetual Convertible Preferred Stock shall be payable at the applicable rate provided in the
Certificate of Designations. 
 The shares of Perpetual Convertible Preferred Stock shall be convertible in the manner and accordance with
the terms set forth in the Certificate of Designations. 
 The Corporation shall furnish without charge to each Holder who so requests a
summary of the authority of the Board of Directors to determine variations for future series within a class of stock and the designations, limitations, preferences and relative, participating, optional or other special rights of each class or series
of share capital issued by the Corporation and the qualifications, limitations or restrictions of such preferences and/or rights. 

  
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 NOTICE OF CONVERSION 

(To be Executed by the Holder 
 in
order to Convert the Perpetual Convertible Preferred Stock) 
 The undersigned hereby irrevocably elects to convert (the
“Conversion”) 6.75% Series A Perpetual Convertible Preferred Stock (the “Perpetual Convertible Preferred Stock”), of SunEdison, Inc. (hereinafter called the “Corporation”), represented by stock
certificate No(s). [            ] (the “Perpetual Convertible Preferred Stock Certificates”), into common stock, par value $0.01 per share, of the Corporation (the
“Common Stock”) according to the conditions of the Certificate of Designations of the Perpetual Convertible Preferred Stock (the “Certificate of Designations”), as of the date written below. If Common Stock is to be
issued in the name of a person other than the undersigned, the undersigned shall pay all transfer taxes payable with respect thereto, if any. Each Perpetual Convertible Preferred Stock Certificate (or evidence of loss, theft or destruction thereof)
is attached hereto. 
 Capitalized terms used but not defined herein shall have the meanings ascribed thereto in or pursuant to the
Certificate of Designations. 
  

			
	 Date of Conversion:
	 	 


			
	 Applicable Conversion Rate:
	 	 


			
	 Shares of Perpetual Convertible Preferred Stock to be Converted:
	 	 


			
	 Shares of Common Stock to be Issued:*
	 	 


			
	 Signature:
	 	 


			
	 Name:
	 	 


			
	 Address:**
	 	 


			
	 Fax No.:
	 	 

  

	*	The Corporation is not required to issue Common Stock until the original Perpetual Convertible Preferred Stock Certificate(s) (or evidence of loss, theft or destruction thereof) to be converted are received by the
Corporation or the Conversion and Dividend Disbursing Agent. 


	**	Address where Common Stock and any other payments or certificates shall be sent by the Corporation. 


  
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 ASSIGNMENT 

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Perpetual Convertible Preferred Stock evidenced hereby to: 

 
  
  

 
 (Insert assignee’s social security
or taxpayer identification number, if any) 
  
  

 
  

(Insert address and zip code of assignee) 
 and
irrevocably appoints: 
  
  

 
  

as agent to transfer the shares of Perpetual Convertible Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another
to act for him or her. 
 Date: 
 Signature: 

(Sign exactly as your name appears on the other side of this Certificate) 
  

			
	 Signature Guarantee:
	 	 

 (Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker,
savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other
“signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.) 

  
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 Schedule I1 

SunEdison, Inc. 
 Global Preferred Share 

6.75% Series A Perpetual Convertible Preferred Stock 

Certificate Number: 
 The number of shares of Perpetual
Convertible Preferred Stock initially represented by this Global Preferred Share shall be 650,000. Thereafter the Transfer Agent and Registrar shall note changes in the number of shares of Perpetual Convertible Preferred Stock evidenced by this
Global Preferred Share in the table set forth below: 
  

							
	 Amount of Decrease in

Number of Shares
 Represented by this Global Preferred
Share
	  	Amount of Increase in Number of Shares Represented by this Global Preferred Share	  	Number of Shares Represented by this Global Preferred Share following Decrease or Increase	  	 Signature of Authorized Officer of Transfer Agent

and Registrar


  
  

	1 	Attach Schedule I only to Global Preferred Shares. 


  
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