SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Pfund Nancy E

(Last)

(First)

(Middle)

C/O SOLARCITY CORPORATION

3055 CLEARVIEW WAY

(Street)

SAN MATEO

94402

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/12/2012

3. Issuer Name and Ticker or Trading Symbol
SOLARCITY CORP [ SCTY ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	332,818	I	See footnotes⁽¹⁾⁽¹⁰⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	634,422	⁽²⁾	I	See footnotes⁽⁴⁾⁽¹¹⁾
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	1,285,850	⁽²⁾	I	See footnotes⁽⁵⁾⁽¹¹⁾
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	841,552	⁽²⁾	I	See footnotes⁽⁶⁾⁽¹¹⁾
Series D Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	698,180	⁽²⁾	I	See footnotes⁽⁷⁾⁽¹¹⁾
Series E-1 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	160,000	⁽²⁾	I	See footnotes⁽⁸⁾⁽¹¹⁾
Series F Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	167,036	⁽²⁾	I	See footnotes⁽⁹⁾⁽¹¹⁾
Series G Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	41,812	⁽²⁾	I	See footnotes⁽¹⁰⁾⁽¹¹⁾
Warrants to purchase Series F Preferred Stock (right to buy)⁽²⁾	⁽¹²⁾	⁽¹²⁾	Common Stock	16,704	$9.68	I	See footnotes⁽²⁾⁽¹¹⁾⁽¹²⁾

Explanation of Responses:

1. 42,062 of these shares are owned directly by Bay Area Equity Fund I, L.P. and 290,756 of these shares are owned directly by DBL Equity Fund-BAEF II, L.P.

2. Each share of the issuer's Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E-1 Preferred Stock and Series F Preferred Stock will automatically convert into one share of common stock upon the closing of the issuer's initial public offering, and has no expiration date.

3. Each share of the issuer's Series G Preferred Stock will automatically convert into a number of shares of common stock equal to the quotient obtained by dividing (A) $23.92 by (B) the product of (i) the issuer's public offering price multiplied by (ii) 0.6.

4. 539,184 of these shares are owned directly by Bay Area Equity Fund I, L.P. and 95,238 of these shares are owned directly by DBL Equity Fund-BAEF II, L.P.

5. 1,285,850 of these shares are owned directly by Bay Area Equity Fund I, L.P.

6. 841,552 of these shares are owned directly by Bay Area Equity Fund I, L.P.

7. 656,030 of these shares are owned directly by Bay Area Equity Fund I, L.P. and 42,150 of these shares are owned directly by DBL Equity Fund-BAEF II, L.P.

8. 160,000 of these shares are owned directly by DBL Equity Fund-BAEF II, L.P.

9. 141,780 of these shares are owned directly by Bay Area Equity Fund I, L.P. and 25,256 of these shares are owned directly by DBL Equity Fund-BAEF II, L.P.

10. 35,510 of these shares are owned directly by Bay Area Equity Fund I, L.P. and 6,302 of these shares are owned directly by DBL Equity Fund-BAEF II, L.P.

11. The reporting person is a managing partner of H&Q Venture Management, L.L.C., doing business as DBL Investors LLC, which is the managing member of Bay Area Equity Fund Managers I, L. L.C.., the general partner of Bay Area Equity Fund I, L.P. The reporting person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

12. Warrants to purchase 14,176 of these shares are owned directly by Bay Area Equity Fund I, L.P. and warrants to purchase 2,528 of these shares are owned directly by DBL Equity Fund-BAEF II, L.P. These warrants will be automatically net exercised on the effective date of the issuer's initial public offering. If not exercised, the warrants will automatically expire.

Remarks:

* Date set forth above represents anticipated effective date of issuer's initial public offering.

	/s/ Nancy E Pfund	12/12/2012
	** 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 5 (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).
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