SCHEDULE 13G
Amendment No. 2
SunPower Corporation
Class A Common Stock
Cusip #867652109
Cusip #867652109
Item 1: Reporting Person - FMR Corp.
Item 4: Delaware
Item 5: 19,500
Item 6: 0
Item 7: 1,470,622
Item 8: 0
Item 9: 1,470,622
Item 11: 4.769%
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: 1,470,622
Item 8: 0
Item 9: 1,470,622
Item 11: 4.769%
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 Corp.
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 Corp., 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: 1,470,622
(b) Percent of Class: 4.769%
(c) Number of shares as to which such
person has:
(i) sole power to vote or to direct
the vote: 19,500
(ii) shared power to vote or to
direct the vote: 0
(iii) sole power to dispose or to
direct the disposition of: 1,470,622
(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.
June 11, 2007
Date
/s/Eric D. Roiter
Signature
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997 by and on behalf of FMR Corp. 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 Corp. and an investment adviser
registered under Section 203 of the Investment Advisers Act
of 1940, is the beneficial owner of 1,451,122 shares or 4.706%
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 May 31,
2007 included 193,832 shares of Class A Common Stock
resulting from the assumed conversion of $11,000,000
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 Corp., through its
control of Fidelity, and the funds each has sole power to
dispose of the 1,451,122 shares owned by the Funds.
Members of the family of Edward C. Johnson 3d,
Chairman of FMR Corp., are the predominant owners, directly
or through trusts, of Series B shares of common stock of FMR
Corp., representing 49% of the voting power of FMR Corp.
The Johnson family group and all other Series B shareholders
have entered into a shareholders' voting agreement under
which all Series B shares will be voted in accordance with the
majority vote of Series B shares. Accordingly, through their
ownership of voting common stock 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 Corp.
Neither FMR Corp. nor Edward C. Johnson 3d,
Chairman of FMR Corp., 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.
Pyramis Global Advisors, LLC ("PGALLC"), 53 State
Street, Boston, Massachusetts, 02109, an indirect wholly-
owned subsidiary of FMR Corp. and an investment adviser
registered under Section 203 of the Investment Advisers Act
of 1940, is the beneficial owner of 7,300 shares or 0.024% 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.
Edward C. Johnson 3d and FMR Corp., through its
control of PGALLC, each has sole dispositive power over
7,300 shares and sole power to vote or to direct the voting of
7,300 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 Corp. and a bank as defined
in Section 3(a)(6) of the Securities Exchange Act of 1934, is
the beneficial owner of 12,200 shares or 0.040% 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.
Edward C. Johnson 3d and FMR Corp., through its
control of Pyramis Global Advisors Trust Company, each has
sole dispositive power over 12,200 shares and sole power to
vote or to direct the voting of 12,200 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 June 11, 2007, 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 May 31, 2007.
FMR Corp.
By /s/ Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney dated
December 30, 1997, by and on behalf of FMR Corp. and its
direct and indirect subsidiaries
Edward C. Johnson 3d
By /s/ Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney dated
December 30, 1997, by and on behalf of Edward C. Johnson
3d
Fidelity Management & Research Company
By /s/ Eric D. Roiter
Eric D. Roiter
Senior V.P. and General Counsel