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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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 (Month/Day/Year) 11/04/2011 (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 Class A Common Stock 11/04/2011   M   52,501 A $ 0 52,501 D   Class A Common Stock 11/04/2011   F(1)   24,509 D $ 8.76 27,992 D   Class A Common Stock 11/04/2011   M   75,000 A $ 0 102,992 D   Class A Common Stock 11/04/2011   F(1)   29,325 D $ 8.76 73,667 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
Performance-Based Restricted Stock Units (PSUs)	(2)	11/04/2011		A		52,501		(3)	(3)	Class A Common Stock	52,501	$ 0	52,501	D
Performance-Based Restricted Stock Units (PSUs)	(2)	11/04/2011		M			52,501	(3)	(3)	Class A Common Stock	52,501	$ 0	0	D
Restricted Stock Units (RSUs)	(4)	11/04/2011		M			35,000	(5)	(5)	Class A Common Stock	35,000	$ 0	0	D
Restricted Stock Units (RSUs)	(4)	11/04/2011		M			40,000	(6)	(6)	Class A Common Stock	40,000	$ 0	0	D

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		11/08/2011
**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)	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.

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