FORM 4
[ X ] 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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

PAPE JAMES S 		2. Issuer Name and Ticker or Trading Symbol

SUNPOWER CORP [ SPWRA ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President, R & C
(Last)          (First)          (Middle)

C/O SUNPOWER CORPORATION, 77 RIO ROBLES 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/4/2011
(Street)

SAN JOSE, CA 95134
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   11/4/2011     M    52501   A $ 0   52501   D    
Class A Common Stock   11/4/2011     F (1)    24509   D $8.76   27992   D    
Class A Common Stock   11/4/2011     M    75000   A $ 0   102992   D    
Class A Common Stock   11/4/2011     F (1)    29325   D $8.76   73667   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Performance-Based Restricted Stock Units (PSUs)     (2) 11/4/2011     A      52501         (3)   (3) Class A Common Stock   52501   $ 0   52501   D    
Performance-Based Restricted Stock Units (PSUs)     (2) 11/4/2011     M         52501      (3)   (3) Class A Common Stock   52501   $ 0   0   D    
Restricted Stock Units (RSUs)     (4) 11/4/2011     M         35000      (5)   (5) Class A Common Stock   35000   $ 0   0   D    
Restricted Stock Units (RSUs)     (4) 11/4/2011     M         40000      (6)   (6) Class A Common Stock   40000   $ 0   0   D    

Explanation of Responses:
( 1)  Disposition of shares exempt under Rule 16b-3 as payment of tax liability to Company by delivery or withholding securities incident to vesting of restricted stock shares.
( 2)  Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon vesting.
( 3)  On January 31, 2011, Reporting Person was awarded a number of PSUs within a preset range, with the actual number contingent upon the achievement of certain performance criteria. Pursuant to Reporting Person's Employment Agreement dated January 26, 2010, PSUs became fully vested as of date of employment termination on November 4, 2011.
( 4)  Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock upon vesting.
( 5)  The RSUs vest in three equal installments on each of March 1, 2012, March 1, 2013 and March 1, 2014. Pursuant to Reporting Person's Employment Agreement dated January 26, 2010, RSUs became fully vested as of date of employment termination on November 4, 2011.
( 6)  The RSUs vest in three equal installments on each of March 1, 2011, March 1, 2012 and March 1, 2013. Pursuant to Reporting Person's Employment Agreement dated January 26, 2010, RSUs became fully vested as of date of employment termination on November 4, 2011.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
PAPE JAMES S
C/O SUNPOWER CORPORATION
77 RIO ROBLES
SAN JOSE, CA 95134

President, R & C

Signatures
Karla Rogers, as attorney-in-fact for James S. Pape 11/8/2011
** 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 control number.
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