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 *
WERNER THOMAS H
   2. Issuer Name and Ticker or Trading Symbol
SUNPOWER CORP [SPWR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
Director, Pres and CEO
(Last)
(First)
(Middle)
C/O SUNPOWER CORPORATION, 77 RIO ROBLES		 3. Date of Earliest Transaction (Month/Day/Year)
03/01/2014
(Street)

SAN JOSE, CA 95134		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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
Common Stock 03/01/2014   M   33,334 A $ 0 167,205 D  
Common Stock 03/01/2014   M   75,000 A $ 0 242,205 D  
Common Stock 03/01/2014   M   87,833 A $ 0 330,038 D  
Common Stock 03/01/2014   M   15,100 A $ 0 345,138 D  
Common Stock 03/01/2014   M   92,231 A $ 0 437,369 D  
Common Stock 03/01/2014   M   120,593 A $ 0 557,962 D  
Common Stock 03/01/2014   F(3)   17,394 D $ 33.13 540,568 D  
Common Stock 03/01/2014   F(3)   39,136 D $ 33.13 501,432 D  
Common Stock 03/01/2014   F(3)   45,832 D $ 33.13 455,600 D  
Common Stock 03/01/2014   F(3)   7,804 D $ 33.13 447,796 D  
Common Stock 03/01/2014   F(3)   48,127 D $ 33.13 399,669 D  
Common Stock 03/01/2014   F(3)   62,926 D $ 33.13 336,743 D  

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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
Restricted Stock Units (RSUs) (1) 03/01/2014   M     33,334   (2)   (2) Common Stock 33,334 $ 0 0 D  
Restricted Stock Units (RSUs) (1) 03/01/2014   M     75,000   (4)   (4) Common Stock 75,000 $ 0 75,000 D  
Restricted Stock Units (RSUs) (1) 03/01/2014   M     87,833   (5)   (5) Common Stock 87,833 $ 0 175,667 D  
Performance-Based Restricted Stock Units (PSUs) (6) 03/01/2014   M     15,100   (7)   (7) Common Stock 15,100 $ 0 0 D  
Performance-Based Restricted Stock Units (PSUs) (6) 03/01/2014   M     92,231   (8)   (8) Common Stock 92,231 $ 0 92,232 D  
Performance-Based Restricted Stock Units (PSUs) (6) 03/01/2014   M     120,593   (9)   (9) Common Stock 120,593 $ 0 241,185 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WERNER THOMAS H
C/O SUNPOWER CORPORATION
77 RIO ROBLES
SAN JOSE, CA 95134		       Director, Pres and CEO  

Signatures

 Karla Rogers, as attorney-in-fact for Thomas H. Werner   03/04/2014
**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) Each RSU represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.
(2) The RSUs vest in three equal installments on each of March 1, 2012, March 1, 2013 and March 1, 2014.
(3) 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.
(4) The RSUs vest in three equal installments on each of March 1, 2013, March 1, 2014 and March 1, 2015.
(5) The RSUs vest in three equal installments on each of March 1, 2014, March 1, 2015, and March 1, 2016.
(6) Each PSU represents a contingent right to receive one share of the Issuer's Common Stock upon vesting.
(7) 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. The Compensation Committee of the Issuer's Board of Directors evaluated achievement of the performance criteria on March 1, 2012 and, based on that assessment, determined the actual number of PSUs. The PSUs vest in three equal installments on each of March 1, 2012, March 1, 2013 and March 1, 2014.
(8) On March 28, 2012, Reporting Person was awarded a number of PSUs within a preset range, with the actual number contingent upon the achievement of certain performance criteria. The Compensation Committee of the Issuer's Board of Directors evaluated achievement of the performance criteria on February 19, 2013 and, based on that assessment, determined the actual number of PSUs. The PSUs vest in 3 equal installments on each of March 1, 2013, March 1, 2014 and March 1, 2015.
(9) On February 19, 2013, Reporting Person was awarded a number of PSUs within a preset range, with the actual number contingent upon the achievement of certain performance criteria. The Compensation Committee of the Issuer's Board of Directors evaluated achievement of the performance criteria on February 19, 2014 and, based on that assessment, determined the actual number of PSUs. The PSUs vest in three equal installments on each of March 1, 2014, March 1, 2015 and March 1, 2016.

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