Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
R/C Renewable Energy GP II, L.L.C.
   2. Issuer Name and Ticker or Trading Symbol
Pattern Energy Group Inc. [PEGI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
712 FIFTH AVENUE, 36TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
02/09/2015
(Street)

NEW YORK, NY 10019		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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
Class A Common Stock 02/09/2015   S   5,000,000 D $ 29.25 11,108,546 I See Footnotes (1) (2)
Class A Common Stock               5,854,000 I See Footnotes (2) (3)

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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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
R/C Renewable Energy GP II, L.L.C.
712 FIFTH AVENUE
36TH FLOOR
NEW YORK, NY 10019		     X    
Pattern Energy Group Holdings LP
PIER 1, BAY 3
SAN FRANCISCO, CA 94111		     X    
Pattern Energy GP, LLC
PIER 1, BAY 3
SAN FRANCISCO, CA 94111		     X    
Pattern Energy Group LP
PIER 1, BAY 3
SAN FRANCISCO, CA 94111		     X    
Pattern Renewables GP LLC
PIER 1, BAY 3
SAN FRANCISCO, CA 94111		     X    
Pattern Renewables LP
PIER 1, BAY 3
SAN FRANCISCO, CA 94111		     X    
Riverstone/Carlyle Renewable Energy Grant GP, L.L.C.
712 FIFTH AVENUE
36TH FLOOR
NEW YORK, NY 10019		     X    
R/C Wind II LP
712 FIFTH AVENUE
36TH FLOOR
NEW YORK, NY 10019		     X    
Pattern Energy Group Holdings GP LLC
712 FIFTH AVE.
36TH FLOOR
NEW YORK, NY 10019		     X    

Signatures

 /s/ Thomas Walker, Authorized Person of R/C Renewable Energy GP II, LLC   02/09/2015
**Signature of Reporting Person Date
 /s/ Daniel M. Elkort, Vice President of Pattern Energy Group Holdings LP   02/09/2015
**Signature of Reporting Person Date
 /s/ Daniel M. Elkort, Vice President of Pattern Energy GP LLC   02/09/2015
**Signature of Reporting Person Date
 /s/ Dyann S. Blaine, Vice President of Pattern Energy Group LP   02/09/2015
**Signature of Reporting Person Date
 /s/ Dyann S. Blaine, Vice President of Pattern Renewables GP LLC   02/09/2015
**Signature of Reporting Person Date
 /s/ Dyann S. Blaine, Vice President of Pattern Renewables LP   02/09/2015
**Signature of Reporting Person Date
 /s/ Thomas Walker, Authorized Person of R/C Renewable Energy GP II, LLC, sole member of Riverstone/Carlyle Renewable Energy Grant GP, L.L.C.   02/09/2015
**Signature of Reporting Person Date
 /s/ Thomas Walker, Authorized Person of R/C Renewable Energy GP ll, LLC, sole member of Riverstone/Carlyle Renewable Energy Grant GP, L.L.C., general partner of R/C Wind II LP   02/09/2015
**Signature of Reporting Person Date
 /s/ Thomas Walker, Authorized Person of R/C Renewable Energy GP ll, LLC, sole member of Riverstone/Carlyle Renewable Energy Grant GP, L.L.C., general partner of R/C Wind ll LP, managing member of Pattern Energy Group Holdings GP LLC   02/09/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Held of record by Pattern Renewables LP. Pattern Renewables GP LLC is the general partner of Pattern Renewables LP. Pattern Energy Group LP is the sole member of Pattern Renewables GP LLC. Pattern Energy GP LLC is the general partner of Pattern Energy Group LP. Pattern Energy Group Holdings LP is the managing member of Pattern Energy GP LLC. Pattern Energy Group Holdings GP LLC is the general partner of Pattern Energy Group Holdings LP. R/C Wind II LP is the managing member of Pattern Energy Group Holdings GP LLC. Riverstone/Carlyle Renewable Energy Grant GP, L.L.C. is the general partner of R/C Wind II LP. R/C Renewable Energy GP II, LLC is the managing member of Riverstone/Carlyle Renewable Energy Grant GP, L.L.C.
(2) R/C Renewable Energy GP II, LLC is managed by an eight-person investment committee. Pierre F. Lapeyre, Jr., David M. Leuschen, Ralph C. Alexander, Lord John Browne of Madingley, Michael B. Hoffman, Stephen J. Schaefer, Daniel A. D'Aniello and Edward J. Mathias, as the members of the investment committee of R/C Renewable Energy GP II, LLC, may be deemed to share beneficial ownership of the shares beneficially owned by R/C Wind II LP. Such individuals expressly disclaim any such beneficial ownership.
(3) Held of record by Pattern Development Finance Company LLC. Pattern Energy Group LP is the sole member of Pattern Development Finance Company LLC. Pattern Energy GP LLC is the general partner of Pattern Energy Group LP. Pattern Energy Group Holdings LP is the managing member of Pattern Energy GP LLC. Pattern Energy Group Holdings GP LLC is the general partner of Pattern Energy Group Holdings LP. R/C Wind II LP is the managing member of Pattern Energy Group Holdings GP LLC. Riverstone/Carlyle Renewable Energy Grant GP, L.L.C. is the general partner of R/C Wind II LP. R/C Renewable Energy GP II, LLC is the managing member of Riverstone/Carlyle Renewable Energy Grant GP, L.L.C.

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