UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
SolarCity Corporation
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
83416T100
(CUSIP Number)
Draper Fisher Jurvetson
2882 Sand Hill Road, Suite 150
Menlo Park, CA 94025
(650) 233-9000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 14, 2015
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box: ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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.
CUSIP NUMBER 83416T100 | 13D | Page 2 of 57 Pages |
1. | Names of Reporting Persons
Draper Fisher Jurvetson Fund IX, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
2,066,866 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
2,066,866 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,066,866 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
2.12% | |||||
14. | Type of Reporting Person (see Instructions)
PN |
CUSIP NUMBER 83416T100 | 13D | Page 3 of 57 Pages |
1. | Names of Reporting Persons
Draper Fisher Jurvetson Fund IX Partners, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
518 | ||||
8. | Shared Voting Power
2,066,866* | |||||
9. | Sole Dispositive Power
518 | |||||
10. | Shared Dispositive Power
2,066,866* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,067,384** | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
2.12% | |||||
14. | Type of Reporting Person (see Instructions)
PN |
* | All of these shares are held directly by Draper Fisher Jurvetson Fund IX, L.P. |
** | Of these shares, 2,066,866 are held directly by Draper Fisher Jurvetson Fund IX, L.P., and 518 shares are held directly by Draper Fisher Jurvetson Fund IX Partners, L.P. |
CUSIP NUMBER 83416T100 | 13D | Page 4 of 57 Pages |
1. | Names of Reporting Persons
DFJ Fund IX, Ltd. | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
518 | ||||
8. | Shared Voting Power
2,066,866* | |||||
9. | Sole Dispositive Power
518 | |||||
10. | Shared Dispositive Power
2,066,866* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,067,384** | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
2.12% | |||||
14. | Type of Reporting Person (see Instructions)
OO (limited liability company) |
* | All of these shares are held directly by Draper Fisher Jurvetson Fund IX, L.P. |
** | Of these shares, 2,066,866 are held directly by Draper Fisher Jurvetson Fund IX, L.P. and 518 are held directly by Draper Fisher Jurvetson Fund IX Partners, L.P. |
CUSIP NUMBER 83416T100 | 13D | Page 5 of 57 Pages |
1. | Names of Reporting Persons
Draper Fisher Jurvetson Partners IX, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
56,009 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
56,009 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
56,009 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
0.06% | |||||
14. | Type of Reporting Person (see Instructions)
OO (limited liability company) |
CUSIP NUMBER 83416T100 | 13D | Page 6 of 57 Pages |
1. | Names of Reporting Persons
Draper Fisher Jurvetson Fund X, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
326,048 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
326,048 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
326,048 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
0.33% | |||||
14. | Type of Reporting Person (see Instructions)
PN |
CUSIP NUMBER 83416T100 | 13D | Page 7 of 57 Pages |
1. | Names of Reporting Persons
Draper Fisher Jurvetson Fund X Partners, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
301 | ||||
8. | Shared Voting Power
326,048* | |||||
9. | Sole Dispositive Power
301 | |||||
10. | Shared Dispositive Power
326,048* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
326,349** | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
0.33% | |||||
14. | Type of Reporting Person (see Instructions)
PN |
* | All of these shares are held directly by Draper Fisher Jurvetson Fund X, L.P. |
** | Of these shares, 326,048 are held directly by Draper Fisher Jurvetson Fund X, L.P. and 301 shares are held by Draper Fisher Jurvetson Fund X Partners, L.P. |
CUSIP NUMBER 83416T100 | 13D | Page 8 of 57 Pages |
1. | Names of Reporting Persons
DFJ Fund X, Ltd. | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
301 | ||||
8. | Shared Voting Power
326,048* | |||||
9. | Sole Dispositive Power
301 | |||||
10. | Shared Dispositive Power
326,048* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
326,349** | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
0.33% | |||||
14. | Type of Reporting Person (see Instructions)
OO (limited liability company) |
* | All of these shares are held directly by Draper Fisher Jurvetson Fund X, L.P. |
** | Of these shares, 326,048 are held directly by Draper Fisher Jurvetson Fund X, L.P. and 301 are held by Draper Fisher Jurvetson Fund X Partners, L.P. |
CUSIP NUMBER 83416T100 | 13D | Page 9 of 57 Pages |
1. | Names of Reporting Persons
Draper Fisher Jurvetson Partners X, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
9,963 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
9,963 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,963 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
0.01% | |||||
14. | Type of Reporting Person (see Instructions)
OO (limited liability company) |
CUSIP NUMBER 83416T100 | 13D | Page 10 of 57 Pages |
1. | Names of Reporting Persons
Draper Fisher Jurvetson Growth Fund 2006, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
2,495,929 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
2,495,929 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,495,929 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
2.56% | |||||
14. | Type of Reporting Person (see Instructions)
PN |
CUSIP NUMBER 83416T100 | 13D | Page 11 of 57 Pages |
1. | Names of Reporting Persons
Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
2,495,929* | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
2,495,929* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,495,929* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
2.56% | |||||
14. | Type of Reporting Person (see Instructions)
PN |
* | All of these shares are held directly by Draper Fisher Jurvetson Growth Fund 2006, L.P. |
CUSIP NUMBER 83416T100 | 13D | Page 12 of 57 Pages |
1. | Names of Reporting Persons
DFJ Growth Fund 2006, Ltd. | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
Cayman Islands | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
2,495,929* | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
2,495,929* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,495,929* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
2.56% | |||||
14. | Type of Reporting Person (see Instructions)
OO (limited liability company) |
* | All of these shares are held directly by Draper Fisher Jurvetson Growth Fund 2006, L.P. |
CUSIP NUMBER 83416T100 | 13D | Page 13 of 57 Pages |
1. | Names of Reporting Persons
Draper Fisher Jurvetson Partners Growth Fund 2006, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
204,211 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
204,211 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
204,211 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
0.21% | |||||
14. | Type of Reporting Person (see Instructions)
OO (limited liability company) |
CUSIP NUMBER 83416T100 | 13D | Page 14 of 57 Pages |
1. | Names of Reporting Persons
Draper Associates, L.P. | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
177,612 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
177,612 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
177,612 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
0.18% | |||||
14. | Type of Reporting Person (see Instructions)
PN |
CUSIP NUMBER 83416T100 | 13D | Page 15 of 57 Pages |
1. | Names of Reporting Persons
Draper Associates, Inc. | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
177,612* | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
177,612* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
177,612* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
0.18% | |||||
14. | Type of Reporting Person (see Instructions)
CO |
* | All of these shares are owned by Draper Associates, L.P. |
CUSIP NUMBER 83416T100 | 13D | Page 16 of 57 Pages |
1. | Names of Reporting Persons
Draper Associates Riskmasters Fund, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
160,396 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
160,396 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
160,396 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
0.16% | |||||
14. | Type of Reporting Person (see Instructions)
OO (limited liability company) |
CUSIP NUMBER 83416T100 | 13D | Page 17 of 57 Pages |
1. | Names of Reporting Persons
Draper Associates Riskmasters Fund III, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
61,375 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
61,375 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
61,375 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
0.06% | |||||
14. | Type of Reporting Person (see Instructions)
OO (limited liability company) |
CUSIP NUMBER 83416T100 | 13D | Page 18 of 57 Pages |
1. | Names of Reporting Persons
JABE, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
39,631 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
39,631 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
39,631 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
0.04% | |||||
14. | Type of Reporting Person (see Instructions)
OO (limited liability company) |
CUSIP NUMBER 83416T100 | 13D | Page 19 of 57 Pages |
1. | Names of Reporting Persons
The Draper Foundation | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
200,682 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
200,682 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
200,682 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
0.21% | |||||
14. | Type of Reporting Person (see Instructions)
CO |
CUSIP NUMBER 83416T100 | 13D | Page 20 of 57 Pages |
1. | Names of Reporting Persons
Timothy C. Draper | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
173,749 | ||||
8. | Shared Voting Power
3,303,612* | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
3,303,612* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,477,361* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
3.56% | |||||
14. | Type of Reporting Person (see Instructions)
IN |
* | Of these shares, 2,066,866 shares are held directly by Draper Fisher Jurvetson Fund IX, L.P., 518 shares are held directly by Draper Fisher Jurvetson Fund IX Partners, L.P., 56,009 shares are held directly by Draper Fisher Jurvetson Partners IX, LLC, 326,048 shares are held directly by Draper Fisher Jurvetson Fund X, L.P., 301 shares are held directly by Draper Fisher Jurvetson Fund X Partners, L.P., 9,963 shares are held directly by Draper Fisher Jurvetson Partners X, LLC, 61,375 shares are held directly by Draper Associates Riskmasters Fund III, LLC, 160,396 shares are held directly by Draper Associates Riskmasters Fund, LLC, 39,631 shares are held directly by JABE, LLC, 177,612 shares are held directly by Draper Associates, L.P., 200,682 shares are held directly by The Draper Foundation, and 204,211 shares are held directly by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC. |
CUSIP NUMBER 83416T100 | 13D | Page 21 of 57 Pages |
1. | Names of Reporting Persons
John H. N. Fisher | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
5,530,981* | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
5,530,981* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,530,981* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
5.67% | |||||
14. | Type of Reporting Person (see Instructions)
IN |
* | Of these shares, 2,066,866 are directly held by Draper Fisher Jurvetson Fund IX, L.P., 518 shares are held directly by Draper Fisher Jurvetson Fund IX Partners, L.P., 56,009 shares are held directly by Draper Fisher Jurvetson Partners IX, LLC, 326,048 shares are held directly by Draper Fisher Jurvetson Fund X, L.P., 301 shares are held directly by Draper Fisher Jurvetson Fund X Partners, L.P., 9,963 shares are held directly by Draper Fisher Jurvetson Partners X, LLC, 2,495,929 shares are held directly by Draper Fisher Jurvetson Growth Fund 2006, L.P., 204,211 shares are held directly by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC, 338,953 shares are held directly by the John H. N. Fisher and Jennifer Caldwell Living Trust dated 1/7/00, as amended and restated on 3/27/08, 6,776 shares are held directly by The Fisher/Caldwell 2012 Irrevocable Childrens Trust U/A/D 6-12-12, 1,000 shares are held by Caren Patrick, custodian for each of the Saskia C. Fisher UTMA CA and Annelise Fisher UTMA CA, 100 shares are held by John Fisher as Custodian of the Eliza Foster UTMA, and 23,307 shares are held directly by JHNF Investment LLC. |
CUSIP NUMBER 83416T100 | 13D | Page 22 of 57 Pages |
1. | Names of Reporting Persons
John Fisher and Jennifer Caldwell Living Trust dated 1/7/00, as amended and restated on 3/27/08 | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
338,953 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
338,953 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
338,953 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
0.35% | |||||
14. | Type of Reporting Person (see Instructions)
OO (Trust) |
CUSIP NUMBER 83416T100 | 13D | Page 23 of 57 Pages |
1. | Names of Reporting Persons
The Fisher/Caldwell 2012 Irrevocable Childrens Trust U/A/D 6-12-12 | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
6,776 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
6,776 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,776 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
0.01% | |||||
14. | Type of Reporting Person (see Instructions)
OO (Trust) |
CUSIP NUMBER 83416T100 | 13D | Page 24 of 57 Pages |
1. | Names of Reporting Persons
JHNF Investment LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
23,307 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
23,307 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
23,307 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
0.02% | |||||
14. | Type of Reporting Person (see Instructions)
OO (limited liability company) |
CUSIP NUMBER 83416T100 | 13D | Page 25 of 57 Pages |
1. | Names of Reporting Persons
Stephen T. Jurvetson | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
3,022,765* | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
3,022,765* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,022,765* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
3.10% | |||||
14. | Type of Reporting Person (see Instructions)
IN |
* | Of these shares, 2,066,866 shares are held directly by Draper Fisher Jurvetson Fund IX, L.P., 518 shares are held directly by Draper Fisher Jurvetson Fund IX Partners, L.P., 56,009 shares are held directly by Draper Fisher Jurvetson Partners IX, LLC, 326,048 shares are held directly by Draper Fisher Jurvetson Fund X, L.P., 301 shares are held directly by Draper Fisher Jurvetson Fund X Partners, L.P., 9,963 shares are held directly by Draper Fisher Jurvetson Partners X, LLC, 358,849 shares are held by The Steve and Karla Jurvetson Living Trust dated 8/27/02, and 204,211 shares are held directly by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC. |
CUSIP NUMBER 83416T100 | 13D | Page 26 of 57 Pages |
1. | Names of Reporting Persons
The Steve and Karla Jurvetson Living Trust dated 8/27/02 | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
358,849 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
358,849 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
358,849 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
0.37% | |||||
14. | Type of Reporting Person (see Instructions)
OO (Trust) |
CUSIP NUMBER 83416T100 | 13D | Page 27 of 57 Pages |
1. | Names of Reporting Persons
Barry M. Schuler | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
83,862* | ||||
8. | Shared Voting Power
2,758,117** | |||||
9. | Sole Dispositive Power
83,862* | |||||
10. | Shared Dispositive Power
2,758,117** | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,841,979** | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
2.91% | |||||
14. | Type of Reporting Person (see Instructions)
IN |
* | These shares are owned directly by The Meteor Group, LLC, of which Mr. Schuler is the managing member and has sole investment and voting power. |
** | Includes 2,495,929 shares owned directly by Draper Fisher Jurvetson Growth Fund 2006, L.P., 204,211 shares owned directly by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC and 57,977 held by the Barry Martin Schuler and Tracy Strong Schuler 1998 Trust. |
CUSIP NUMBER 83416T100 | 13D | Page 28 of 57 Pages |
1. | Names of Reporting Persons
Barry Martin Schuler and Tracy Strong Schuler 1998 Trust | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
57,977 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
57,977 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
57,977 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
0.07% | |||||
14. | Type of Reporting Person (see Instructions)
OO (Trust) |
CUSIP NUMBER 83416T100 | 13D | Page 29 of 57 Pages |
1. | Names of Reporting Persons
The Meteor Group, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
83,862 | ||||
8. | Shared Voting Power
0 | |||||
9. | Sole Dispositive Power
83,862 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
83,862 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
0.06% | |||||
14. | Type of Reporting Person (see Instructions)
OO (limited liability company) |
CUSIP NUMBER 83416T100 | 13D | Page 30 of 57 Pages |
1. | Names of Reporting Persons
Mark W. Bailey | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
2,825,803* | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
2,825,803* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,825,803* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
2.90% | |||||
14. | Type of Reporting Person (see Instructions)
IN |
* | Includes 2,495,929 shares owned directly by Draper Fisher Jurvetson Growth Fund 2006, L.P., 204,211 shares owned directly by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC, and 125,663 shares owned directly by The Bailey Family Trust UAD 8/31/10. |
CUSIP NUMBER 83416T100 | 13D | Page 31 of 57 Pages |
1. | Names of Reporting Persons
The Bailey Family Trust UAD 8/31/10 | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
125,663 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
125,663 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
125,663 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
0.13% | |||||
14. | Type of Reporting Person (see Instructions)
OO (Trust) |
CUSIP NUMBER 83416T100 | 13D | Page 32 of 57 Pages |
1. | Names of Reporting Persons
Randy Glein | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
2,564,723* | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
2,564,723* | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,564,723* | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
2.63% | |||||
14. | Type of Reporting Person (see Instructions)
IN |
* | Includes 2,495,929 shares owned directly by Draper Fisher Jurvetson Growth Fund 2006, L.P., and 68,794 shares owned directly by The Glein Family Trust UAD 4/30/13. |
CUSIP NUMBER 83416T100 | 13D | Page 33 of 57 Pages |
1. | Names of Reporting Persons
The Glein Family Trust UAD 4/30/13 | |||||
2. | Check the Appropriate Box if a Member of a Group (see Instructions)
(a) ¨ (b) x | |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (see Instructions)
WC | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e).
¨ | |||||
6. | Citizenship or Place of Organization
California | |||||
Number of Shares Beneficially Owned By Each Reporting Person With:
|
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
68,794 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
68,794 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
68,794 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
0.07% | |||||
14. | Type of Reporting Person (see Instructions)
OO (Trust) |
CUSIP NUMBER 83416T100 | 13D | Page 34 of 57 Pages |
Item 1. Security and Issuer
The securities to which this Schedule 13D Amendment No. 5 (this Schedule) relates are the common stock, par value $.0001 per share (the Common Stock), of SolarCity Corporation, a Delaware corporation (the Issuer). The address of the principal executive offices of the Issuer is 3055 Clearview Way, San Mateo, California 94402.
Item 2. Identity and Background
(a), (c) and (f)
This Schedule is filed by:
(i) | Draper Fisher Jurvetson Fund IX, L.P., a Cayman Islands exempted limited partnership (Fund IX). |
(ii) | Draper Fisher Jurvetson Fund IX Partners, L.P., a Cayman Islands exempted limited partnership (Fund IX Partners), and an affiliate of Fund IX and the general partner of Fund IX. |
(iii) | DFJ Fund IX, Ltd., a Cayman Islands exempted limited liability company (Fund IX Ltd.) and an affiliate of Fund IX, is the general partner to Fund IX Partners. Messrs Timothy C. Draper, John H.N. Fisher and Stephen T. Jurvetson are the managing directors. Messrs. Draper, Fisher and Jurvetson exercise shared voting and investment powers over the shares held by Fund IX Ltd. Messrs. Draper, Fisher and Jurvetson disclaim beneficial ownership except to the extent of any pecuniary interest therein. |
(iv) | Draper Fisher Jurvetson Partners IX, LLC, a California limited liability company (Partners IX) is a side-by-side fund of Fund IX. The managing members of Partners IX are Messrs. Draper, Fisher and Jurvetson. Decisions with respect to Partners IX securities are made automatically in conjunction with decisions by Fund IX. Messrs. Draper, Fisher and Jurvetson disclaim beneficial ownership of the shares held by Partners IX except to the extent of their pecuniary interest therein. |
(v) | Draper Fisher Jurvetson Fund X, L.P., a Cayman Islands exempted limited partnership (Fund X). |
(vi) | Draper Fisher Jurvetson Fund X Partners, L.P., a Cayman Islands exempted limited partnership (Fund X Partners), and an affiliate of Fund X and the general partner of Fund X. |
(vii) | DFJ Fund X, Ltd., a Cayman Islands exempted limited liability company (Fund X Ltd.) and an affiliate of Fund X, is the general partner to Fund X Partners. Messrs Timothy C. Draper, John H.N. Fisher and Stephen T. Jurvetson are the managing directors. Messrs. Draper, Fisher and Jurvetson exercise shared voting and investment powers over the shares held by Fund X Ltd. Messrs. Draper, Fisher and Jurvetson disclaim beneficial ownership except to the extent of any pecuniary interest therein. |
(viii) | Draper Fisher Jurvetson Partners X, LLC, a California limited liability company (Partners X) is a side-by-side fund of Fund X. The managing members of Partners X are Messrs. Draper, Fisher and Jurvetson. Decisions with respect to Partners X securities are made automatically in conjunction with decisions by Fund X. Messrs. Draper, Fisher and Jurvetson disclaim beneficial ownership of the shares held by Partners X except to the extent of their pecuniary interest therein. |
CUSIP NUMBER 83416T100 | 13D | Page 35 of 57 Pages |
(ix) | Draper Fisher Jurvetson Growth Fund 2006, L.P., a Cayman Islands exempted limited partnership (Growth Fund). |
(x) | Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P., a Cayman Islands exempted limited partnership (Growth Fund 2006 Partners), and an affiliate of Growth Fund and is the general partner of Growth Fund. |
(xi) | DFJ Growth Fund 2006, Ltd., a Cayman Islands exempted limited liability company (Growth Fund 2006 Ltd.) and an affiliate of Growth Fund, is the general partner to Growth Fund 2006 Partners. Messrs. John H.N. Fisher, Mark W. Bailey, Barry M. Schuler and Randy Glein are the managing directors. Messrs. Bailey, Schuler, Fisher and Glein exercise shared voting and investment powers over the shares held by Growth Fund 2006 Ltd. Messrs. Fisher, Bailey, Schuler and Glein disclaim beneficial ownership except to the extent of any pecuniary interest therein. |
(xii) | Draper Fisher Jurvetson Partners Growth Fund 2006, LLC, a California limited liability company (Partners Growth Fund) is a side-by-side fund of Growth Fund. The managing members of Partners Growth Fund are Messrs. Draper, Fisher, Jurvetson, Bailey, and Schuler. Decisions with respect to Partners Growth Fund securities are made automatically in conjunction with decisions by Growth Fund. Messrs. Draper, Fisher, Jurvetson, Bailey, and Schuler disclaim beneficial ownership of the shares held by Partners Growth Fund except to the extent of their pecuniary interest therein. |
(xiii) | Draper Associates, L.P., a California limited partnership (DALP.) |
(xiv) | Draper Associates, Inc., a California corporation (Draper Associates, Inc.) is the general partner of DALP. Mr. Draper is President and majority shareholder of Draper Associates, Inc. and has shared voting and investment power with respect to the shares held by Draper Associates, Inc. Mr. Draper disclaims beneficial ownership except to the extent of his pecuniary interest therein. |
(xv) | Draper Associates Riskmasters Fund, LLC, a Delaware limited liability company (DARF). Mr. Draper is the manager of DARF and he disclaims beneficial ownership of the shares held by DARF except to the extent of his pecuniary interest therein. |
(xvi) | Draper Associates Riskmasters Fund III, LLC, a California limited liability company (DARFIII). Mr. Draper is the managing member of DARFIII and he disclaims beneficial ownership of the shares held by DARFIII except to the extent of his pecuniary interest therein. |
(xvii) | JABE, LLC, a California limited liability company (JABE). Mr. Draper is managing member of JABE and has shared voting and investment power with respect to the shares held by JABE. Mr. Draper disclaims beneficial ownership except to the extent of his pecuniary interest therein. |
(xviii) | The Draper Foundation, is a California corporation. Mr. Draper is its President. Mr. Draper has shared voting and investment power over the shares owned by The Draper Foundation. Mr. Draper disclaims beneficial ownership except to the extent of his pecuniary interest therein. |
CUSIP NUMBER 83416T100 | 13D | Page 36 of 57 Pages |
(xix) | Timothy C. Draper, a United States citizen, is a managing director of Fund IX and Fund X, and a managing member of Partners IX, Partners X and Partners Growth Fund. |
(xx) | John H.N. Fisher, a United Sates citizen, is a managing director of Fund IX, Fund X, Growth Fund and a managing member of Partners IX, Partners X and Partners Growth Fund. |
(xxi) | John Fisher and Jennifer Caldwell Living Trust dated 1/7/00, as amended and restated on 3/27/08 (the Fisher Trust), is a trust formed under the laws of the State of California. Mr. Fisher is co-trustee of the Fisher Trust and has shared investment and voting power of the shares. Mr. Fisher disclaims beneficial ownership except to the extent of his pecuniary interest therein. |
(xxii) | The Fisher/Caldwell 2012 Irrevocable Childrens Trust U/A/D 6-12-12 (the Fisher Childrens Trust), is a trust formed under the laws of the State of California. Mr. Fisher is co-trustee of the Fisher Childrens Trust and has shared investment and voting power of the shares. Mr. Fisher disclaims beneficial ownership except to the extent of his pecuniary interest therein. |
(xxiii) | JHNF Investment LLC, is a California limited liability company. Mr. Fisher is the managing member. Mr. Fisher disclaims beneficial ownership except to the extent of his pecuniary interest therein. |
(xxiv) | Stephen T. Jurvetson, a United States citizen, is a managing director of Fund IX and Fund X, and a managing member of Partners IX, Partners X and Partners Growth Fund. |
(xxv) | The Steve and Karla Jurvetson Living Trust dated 8/27/02 (the Jurvetson Trust), is a trust formed under the laws of the State of California. Mr. Jurvetson is co-trustee of the Jurvetson Trust and has shared investment and voting power of the shares. Mr. Jurvetson disclaims beneficial ownership except to the extent of his pecuniary interest therein. |
(xxvi) | Barry M. Schuler, a United States citizen, is a managing director of Growth Fund and managing member of Partners Growth Fund. |
(xxvii) | Barry Martin Schuler and Tracy Strong Schuler 1998 Trust (the Schuler Trust), is a trust formed under the laws of the State of California. Mr. Schuler is co-trustee of the Schuler Trust and has shared investment and voting power of the shares. Mr. Schuler disclaims beneficial ownership except to the extent of his pecuniary interest therein. |
(xxviii) | The Meteor Group, LLC, is a California limited liability company. Mr. Schuler is the managing member and has sole investment and voting power of the shares. Mr. Schuler disclaims beneficial ownership except to the extent of his pecuniary interest therein. |
(xxix) | Mark W. Bailey, a United States citizen, is a managing director of Growth Fund and a managing member of Partners Growth Fund. |
(xxx) | The Bailey Family Trust UAD 8/31/10 (the Bailey Trust), is a trust formed under the State of California. Mr. Bailey is co-trustee of the Bailey Trust and has shared voting and investment power of the shares. Mr. Bailey disclaims beneficial ownership of the shares held by the Bailey Trust except to the extent of his pecuniary interest therein. |
(xxxi) | Randy Glein, a United States citizen, is a managing director of Growth Fund. |
CUSIP NUMBER 83416T100 | 13D | Page 37 of 57 Pages |
(xxxii) | The Glein Family Trust UAD 4/30/13 (the Glein Trust), is a trust formed under the laws of the State of California. Mr. Glein is co-trustee of the Glein Trust and has shared investment and voting power of the shares. Mr. Glein disclaims beneficial ownership except to the extent of his pecuniary interest therein. |
Each of the foregoing is referred to as a Reporting Person and collectively as the Reporting Persons.
(b) | The address of the principal business and principal office of each of the Reporting Persons is 2882 Sand Hill Road, Suite 150, Menlo Park, CA 94025. |
(d)-(e) During the last five years, none of the Reporting Persons have nor, to the best of their knowledge, have any of the directors, executive officers, control persons, general partners or members of such Reporting Persons (i) been convicted in any criminal proceeding or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable. See Item 4.
Item 4. Purpose of Transaction
This combined Schedule is being filed to report, as of December 14, 2015, the change in ownership of the Reporting Persons as a result of pro-rata distributions effected by certain of the Reporting Persons without consideration and other transactions. Reporting Persons filed Form 4s on each of August 4, 2015, September 10, 2015 and December 16, 2015, to report these various transactions, including, but not limited to, (i) in-kind distributions, without any additional consideration to each of its members and (ii) acquisitions made as a result of distributions.
As reported on the Reporting Persons Forms 4, the transactions representing a change from the Schedule 13D/A filed on June 22, 2015 until December 14, 2015 include distributions without consideration from the following Reporting Persons to their respective limited partners and members (and the related acquisitions by certain Reporting Persons as a result of such distributions) of shares of common stock of the Issuer. The transactions reported on the Form filed on August 4, 2015, and September 8, 2015 when considered alone, did not represent a change in the Reporting Persons aggregate ownership of the Issuers common stock in an amount in excess of one percent (1%) of the Issuers outstanding shares.
August 4, 2015 Distribution
Draper Fisher Jurvetson Fund IX, L.P.: 413,374 shares; Draper Fisher Jurvetson Fund X, L.P.: 65,210 shares; Draper Fisher Jurvetson Growth Fund 2006, L.P., 280,659 shares; Draper Fisher Jurvetson Partners X, LLC, 1,993 shares; Draper Fisher Jurvetson Partners IX, LLC, 11,203 shares; and Draper Fisher Jurvetson Partners Growth Fund 2006, LLC, 22,691 shares.
September 8, 2015 Distribution
Draper Fisher Jurvetson Fund IX, L.P.: 413,374 shares; Draper Fisher Jurvetson Fund X, L.P.: 65,210 shares; Draper Fisher Jurvetson Partners X, LLC, 1,993 shares; and Draper Fisher Jurvetson Partners IX, LLC, 11,203 shares.
CUSIP NUMBER 83416T100 | 13D | Page 38 of 57 Pages |
December 14, 2015 Distribution
Draper Fisher Jurvetson Fund IX, L.P.: 413,373 shares; Draper Fisher Jurvetson Fund X, L.P.: 65,210 shares; Draper Fisher Jurvetson Growth Fund 2006, L.P., 280,659 shares; Draper Fisher Jurvetson Partners X, LLC, 1,993 shares; Draper Fisher Jurvetson Partners IX, LLC, 11,202 shares; and Draper Fisher Jurvetson Partners Growth Fund 2006, LLC, 22,691 shares.
Except as described above in this Item 4 and herein, the Reporting Persons do not currently have any specific plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of this Schedule. The Reporting Persons reserve the right to change plans and take any and all actions that the Reporting Persons may deem appropriate to maximize the value of their investment, including, among other things, purchasing or otherwise acquiring additional securities of the Issuer, selling or otherwise disposing of any securities of the company beneficially owned by them, in each case in the open market or in a privately negotiated transactions or formulating other plans or proposals regarding the Issuer or its securities to the extent deemed advisable by the Reporting Persons in light of their general investment policies, market conditions, subsequent developments affecting the issuer and the general business and future prospects of the issuer. The Reporting Persons may take any other action with respect to the Issuer or any of the Issuers debt or equity securities in any manner permitted by applicable law.
Item 5. Interest in Securities of the Issuer
The aggregate percentage of shares of Common Stock reported owned by each Reporting Person is based upon 97,588,595 shares of Common Stock outstanding, as of September 30, 2015, which is the total number of shares of Common Stock outstanding as reported to the Reporting Persons by the Issuer in its quarterly report on Form 10-Q filed with the SEC on October 30, 2015.
Draper Fisher Jurvetson Fund IX, L.P.
(a) | Amount Beneficially owned: 2,066,866 Percent of Class: 2.12% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 2,066,866 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 2,066,866 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
Draper Fisher Jurvetson Fund IX Partners, L.P.
(a) | Amount Beneficially owned: 2,067,384 Percent of Class: 2.12% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 518 |
2. | shared power to vote or to direct the vote: 2,066,866 |
3. | sole power to dispose or to direct the disposition of: 518 |
4. | shared power to dispose or to direct the disposition of: 2,066,866 |
CUSIP NUMBER 83416T100 | 13D | Page 39 of 57 Pages |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
DFJ Fund IX, Ltd.
(a) | Amount Beneficially owned: 2,067,384 Percent of Class: 2.12% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 518 |
2. | shared power to vote or to direct the vote: 2,066,866 |
3. | sole power to dispose or to direct the disposition of: 518 |
4. | shared power to dispose or to direct the disposition of: 2,066,866 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
Draper Fisher Jurvetson Partners IX, LLC
(a) | Amount Beneficially owned: 56,009 Percent of Class: 0.06% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 56,009 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 56,009 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
Draper Fisher Jurvetson Fund X, L.P.
(a) | Amount Beneficially owned: 326,048 Percent of Class: 0.33% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 326,048 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 326,048 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
Draper Fisher Jurvetson Fund X Partners, L.P.
(a) | Amount Beneficially owned: 326,349 Percent of Class: 0.33% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 301 |
2. | shared power to vote or to direct the vote: 326,048 |
3. | sole power to dispose or to direct the disposition of: 301 |
CUSIP NUMBER 83416T100 | 13D | Page 40 of 57 Pages |
4. | shared power to dispose or to direct the disposition of: 326,048 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
DFJ Fund X, Ltd.
(a) | Amount Beneficially owned: 326,349 Percent of Class: 0.33% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 301 |
2. | shared power to vote or to direct the vote: 326,048 |
3. | sole power to dispose or to direct the disposition of: 301 |
4. | shared power to dispose or to direct the disposition of: 326,048 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
Draper Fisher Jurvetson Partners X, LLC
(a) | Amount Beneficially owned: 9,963 Percent of Class: 0.01% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 9,963 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 9,963 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
Draper Fisher Jurvetson Growth Fund 2006, L.P.
(a) | Amount Beneficially owned: 2,495,929 Percent of Class: 2.56% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 2,495,929 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 2,495,929 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
CUSIP NUMBER 83416T100 | 13D | Page 41 of 57 Pages |
Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P.
(a) | Amount Beneficially owned: 2,495,929 Percent of Class: 2.56% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 2,495,929 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 2,495,929 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
DFJ Growth Fund 2006, Ltd.
(a) | Amount Beneficially owned: 2,495,929 Percent of Class: 2.56% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 2,495,929 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 2,495,929 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
Draper Fisher Jurvetson Partners Growth Fund 2006, LLC
(a) | Amount Beneficially owned: 204,211 Percent of Class: 0.21% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 204,211 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 204,211 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
Draper Associates, L.P.
(a) | Amount Beneficially owned: 177,612 Percent of Class: 0.18% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 177,612 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 177,612 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
CUSIP NUMBER 83416T100 | 13D | Page 42 of 57 Pages |
Draper Associates, Inc.
(a) | Amount Beneficially owned: 177,612 Percent of Class: 0.18% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 177,612 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 177,612 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
Draper Associates Riskmasters Fund, LLC
(a) | Amount Beneficially owned: 160,396 Percent of Class: 0.16% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 160,396 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 160,396 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
Draper Associates Riskmasters Fund III, LLC
(a) | Amount Beneficially owned: 61,375 Percent of Class: 0.06% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 61,375 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 61,375 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
CUSIP NUMBER 83416T100 | 13D | Page 43 of 57 Pages |
JABE, LLC
(a) | Amount Beneficially owned: 39,631 Percent of Class: 0.04% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 39,631 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 39,631 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
The Draper Foundation
(a) | Amount Beneficially owned: 200,682 Percent of Class: 0.21% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 200,682 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 200,682 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
Timothy C. Draper
(a) | Amount Beneficially owned: 3,477,361 Percent of Class: 3.56% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 3,303,612 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 3,303,612 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
CUSIP NUMBER 83416T100 | 13D | Page 44 of 57 Pages |
John H. N. Fisher
(a) | Amount Beneficially owned: 5,530,981 Percent of Class: 5.67% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 5,530,981 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 5,530,981 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
John H. N. Fisher and Jennifer Caldwell Living Trust dated 1/7/00, as amended and restated on 3/27/08
(a) | Amount Beneficially owned: 338,953 Percent of Class: 0.35% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 338,953 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 338,953 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
The Fisher/Caldwell 2012 Irrevocable Childrens Trust U/A/D 6-12-12
(a) | Amount Beneficially owned: 6,776 Percent of Class: 0.01% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 6,776 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 6,776 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
CUSIP NUMBER 83416T100 | 13D | Page 45 of 57 Pages |
JHNF Investment LLC
(a) | Amount Beneficially owned: 23,307 Percent of Class: 0.02% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 23,307 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 23,307 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
Stephen T. Jurvetson
(a) | Amount Beneficially owned: 3,022,765 Percent of Class: 3.10% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 3,022,765 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 3,022,765 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
The Steve and Karla Jurvetson Living Trust, dated 8/27/02
(a) | Amount Beneficially owned: 358,849 Percent of Class: 0.37% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 358,849 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 358,849 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
CUSIP NUMBER 83416T100 | 13D | Page 46 of 57 Pages |
Barry M. Schuler
(a) | Amount Beneficially owned: 2,841,979 Percent of Class: 2.91% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 83,862 |
2. | shared power to vote or to direct the vote: 2,758,117 |
3. | sole power to dispose or to direct the disposition of: 83,862 |
4. | shared power to dispose or to direct the disposition of: 2,758,117 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
Barry Martin Schuler and Tracy Strong Schuler 1998 Trust
(a) | Amount Beneficially owned: 57,977 Percent of Class: 0.07% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 57,977 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 57,977 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
The Meteor Group, LLC
(a) | Amount Beneficially owned: 83,862 Percent of Class: 0.06% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 83,862 |
2. | shared power to vote or to direct the vote: 0 |
3. | sole power to dispose or to direct the disposition of: 83,862 |
4. | shared power to dispose or to direct the disposition of: 0 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
CUSIP NUMBER 83416T100 | 13D | Page 47 of 57 Pages |
Mark W. Bailey
(a) | Amount Beneficially owned: 2,825,803 Percent of Class: 2.90% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 2,825,803 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 2,825,803 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
The Bailey Family Trust UAD 8/31/10
(a) | Amount Beneficially owned: 125,663 Percent of Class: 0.13% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 125,663 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 125,663 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
Randy Glein
(a) | Amount Beneficially owned: 2,564,723 Percent of Class: 2.63% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 2,564,723 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 2,564,723 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
CUSIP NUMBER 83416T100 | 13D | Page 48 of 57 Pages |
The Glein Family Trust UAD 4/30/13
(a) | Amount Beneficially owned: 68,794 Percent of Class: 0.07% |
(b) | Number of shares owned to which such person has: |
1. | sole power to vote or to direct the vote: 0 |
2. | shared power to vote or to direct the vote: 68,794 |
3. | sole power to dispose or to direct the disposition of: 0 |
4. | shared power to dispose or to direct the disposition of: 68,794 |
(c) | None |
(d) | Not Applicable |
(e) | Not Applicable |
CUSIP NUMBER 83416T100 | 13D | Page 49 of 57 Pages |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Other than as described in this Schedule, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other persons with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
The following documents are filed as exhibits:
Exhibit |
Description | |
1 | Joint Filing Agreement |
CUSIP NUMBER 83416T100 | 13D | Page 50 of 57 Pages |
SIGNATURES
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.
Dated: December 23, 2015
Draper Fisher Jurvetson Fund IX, L.P. | ||
By: Draper Fisher Jurvetson Fund IX Partners, L.P. (general partner) | ||
By: DFJ Fund IX, Ltd., its general partner | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: Managing Director | ||
Draper Fisher Jurvetson Fund IX Partners, L.P. | ||
By: DFJ Fund IX, Ltd., its general partner | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: Managing Director | ||
DFJ Fund IX, Ltd. | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: Managing Director | ||
Draper Fisher Jurvetson Partners IX, LLC | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: Managing Member |
CUSIP NUMBER 83416T100 | 13D | Page 51 of 57 Pages |
Draper Fisher Jurvetson Fund X, L.P. | ||
By: Draper Fisher Jurvetson Fund X Partners, L.P. (general partner) | ||
By: DFJ Fund X, Ltd., its general partner | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: Managing Director | ||
Draper Fisher Jurvetson Fund X Partners, L.P. | ||
By: DFJ Fund X, Ltd., its general partner | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: Managing Director | ||
DFJ Fund X, Ltd. | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: Managing Director | ||
Draper Fisher Jurvetson Partners X, LLC | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: Managing Member |
CUSIP NUMBER 83416T100 | 13D | Page 52 of 57 Pages |
Draper Fisher Jurvetson Growth Fund 2006, L.P. | ||
By: Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P. (general partner) | ||
By: DFJ Growth Fund 2006, Ltd., its general partner | ||
By: | /s/ Mark W. Bailey | |
Name: Mark W. Bailey | ||
Title: Director | ||
Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P. | ||
By: DFJ Growth Fund 2006, Ltd., its general partner | ||
By: | /s/ Mark W. Bailey | |
Name: Mark W. Bailey | ||
Title: Director | ||
DFJ Growth Fund 2006, Ltd. | ||
By: | /s/ Mark W. Bailey | |
Name: Mark W. Bailey | ||
Title: Director | ||
Draper Fisher Jurvetson Partners Growth Fund 2006, LLC | ||
By: | /s/ Mark W. Bailey | |
Name: Mark W. Bailey | ||
Title: Authorized Member |
CUSIP NUMBER 83416T100 | 13D | Page 53 of 57 Pages |
Draper Associates, L.P. | ||
By: Draper Associates, Inc. (its general partner) | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: President | ||
Draper Associates, Inc. | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: President | ||
Draper Associates Riskmasters Fund, LLC | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: Managing Member | ||
Draper Associates Riskmasters Fund III, LLC | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: Managing Member | ||
JABE, LLC | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: Managing Member |
CUSIP NUMBER 83416T100 | 13D | Page 54 of 57 Pages |
The Draper Foundation | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: President | ||
/s/ Timothy C. Draper | ||
Timothy C. Draper | ||
/s/ John H. N. Fisher | ||
John H. N. Fisher | ||
John H.N. Fisher and Jennifer Caldwell Living Trust dated 1/7/00, as amended and restated on 3/27/08 | ||
By: | /s/ John H. N. Fisher | |
Name: John H. N. Fisher | ||
Title: Trustee | ||
The Fisher/Caldwell 2012 Irrevocable Childrens Trust U/A/D 6-12-12 | ||
By: | /s/ John H. N. Fisher | |
Name: John H. N. Fisher | ||
Title: Trustee | ||
JHNF Investment LLC | ||
By: | /s/ John H. N. Fisher | |
Name: John H. N. Fisher | ||
Title: Managing Member | ||
/s/ Stephen T. Jurvetson | ||
Stephen T. Jurvetson |
CUSIP NUMBER 83416T100 | 13D | Page 55 of 57 Pages |
The Steve and Karla Jurvetson Living Trust dated 8/27/02 | ||
By: | /s/ Stephen T. Jurvetson | |
Name: Stephen T. Jurvetson | ||
Title: Trustee | ||
/s/ Barry M. Schuler | ||
Barry M. Schuler | ||
The Barry Martin Schuler and Tracy Strong Schuler 1998 Trust | ||
By: | /s/ Barry M. Schuler | |
Name: Barry M. Schuler | ||
Title: Trustee | ||
The Meteor Group, LLC | ||
By: | /s/ Barry M. Schuler | |
Name: Barry M. Schuler | ||
Title: Managing Member | ||
/s/ Mark W. Bailey | ||
Mark W. Bailey | ||
The Bailey Family Trust UAD 8/31/10 | ||
By: | /s/ Mark W. Bailey | |
Name: Mark W. Bailey | ||
Title: Trustee | ||
/s/ Randy Glein | ||
Randy Glein |
CUSIP NUMBER 83416T100 | 13D | Page 56 of 57 Pages |
The Glein Family Trust UAD 4/30/13 | ||
By: | /s/ Randy Glein | |
Name: Randy Glein | ||
Title: Trustee |
CUSIP NUMBER 83416T100 | 13D | Page 57 of 57 Pages |
EXHIBIT INDEX
Exhibit |
Description | |
1 | Joint Filing Agreement |
Exhibit 1
CUSIP NUMBER 83416T100 | 13D | Page 1 of 7 Pages |
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees that this Schedule 13D Amendment No. 5 is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended.
Dated: December 23, 2015
Draper Fisher Jurvetson Fund IX, L.P. | ||
By: Draper Fisher Jurvetson Fund IX Partners, L.P. (general partner) | ||
By: DFJ Fund IX, Ltd., its general partner | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: Managing Director | ||
Draper Fisher Jurvetson Fund IX Partners, L.P. | ||
By: DFJ Fund IX, Ltd., its general partner | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: Managing Director | ||
DFJ Fund IX, Ltd. | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: Managing Director | ||
Draper Fisher Jurvetson Partners IX, LLC | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: Managing Member |
CUSIP NUMBER 83416T100 | 13D | Page 2 of 7 Pages |
Draper Fisher Jurvetson Fund X, L.P. | ||
By: Draper Fisher Jurvetson Fund X Partners, L.P. (general partner) | ||
By: DFJ Fund X, Ltd., its general partner | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: Managing Director | ||
Draper Fisher Jurvetson Fund X Partners, L.P. | ||
By: DFJ Fund X, Ltd., its general partner | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: Managing Director | ||
DFJ Fund X, Ltd. | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: Managing Director | ||
Draper Fisher Jurvetson Partners X, LLC | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: Managing Member |
CUSIP NUMBER 83416T100 | 13D | Page 3 of 7 Pages |
Draper Fisher Jurvetson Growth Fund 2006, L.P. | ||
By: Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P. (general partner) | ||
By: DFJ Growth Fund 2006, Ltd., its general partner | ||
By: | /s/ Mark W. Bailey | |
Name: Mark W. Bailey | ||
Title: Director | ||
Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P. | ||
By: DFJ Growth Fund 2006, Ltd., its general partner | ||
By: | /s/ Mark W. Bailey | |
Name: Mark W. Bailey | ||
Title: Director | ||
DFJ Growth Fund 2006, Ltd. | ||
By: | /s/ Mark W. Bailey | |
Name: Mark W. Bailey | ||
Title: Director | ||
Draper Fisher Jurvetson Partners Growth Fund 2006, LLC | ||
By: | /s/ Mark W. Bailey | |
Name: Mark W. Bailey | ||
Title: Authorized Member |
CUSIP NUMBER 83416T100 | 13D | Page 4 of 7 Pages |
Draper Associates, L.P. | ||
By: Draper Associates, Inc. (its general partner) | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: President | ||
Draper Associates, Inc. | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: President | ||
Draper Associates Riskmasters Fund, LLC | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: Managing Member | ||
Draper Associates Riskmasters Fund III, LLC | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: Managing Member | ||
JABE, LLC | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: Managing Member |
CUSIP NUMBER 83416T100 | 13D | Page 5 of 7 Pages |
The Draper Foundation | ||
By: | /s/ Timothy C. Draper | |
Name: Timothy C. Draper | ||
Title: President | ||
/s/ Timothy C. Draper | ||
Timothy C. Draper | ||
/s/ John H. N. Fisher | ||
John H. N. Fisher | ||
John H.N. Fisher and Jennifer Caldwell Living Trust dated 1/7/00, as amended and restated on 3/27/08 | ||
By: | /s/ John H. N. Fisher | |
Name: John H. N. Fisher | ||
Title: Trustee | ||
The Fisher/Caldwell 2012 Irrevocable Childrens Trust U/A/D 6-12-12 | ||
By: | /s/ John H. N. Fisher | |
Name: John H. N. Fisher | ||
Title: Trustee | ||
JHNF Investment LLC | ||
By: | /s/ John H. N. Fisher | |
Name: John H. N. Fisher | ||
Title: Managing Member | ||
/s/ Stephen T. Jurvetson | ||
Stephen T. Jurvetson |
CUSIP NUMBER 83416T100 | 13D | Page 6 of 7 Pages |
The Steve and Karla Jurvetson Living Trust dated 8/27/02 | ||
By: | /s/ Stephen T. Jurvetson | |
Name: Stephen T. Jurvetson | ||
Title: Trustee | ||
/s/ Barry M. Schuler | ||
Barry M. Schuler | ||
The Barry Martin Schuler and Tracy Strong Schuler 1998 Trust | ||
By: | /s/ Barry M. Schuler | |
Name: Barry M. Schuler | ||
Title: Trustee | ||
The Meteor Group, LLC | ||
By: | /s/ Barry M. Schuler | |
Name: Barry M. Schuler | ||
Title: Managing Member | ||
/s/ Mark W. Bailey | ||
Mark W. Bailey | ||
The Bailey Family Trust UAD 8/31/10 | ||
By: | /s/ Mark W. Bailey | |
Name: Mark W. Bailey | ||
Title: Trustee | ||
/s/ Randy Glein | ||
Randy Glein |
CUSIP NUMBER 83416T100 | 13D | Page 7 of 7 Pages |
The Glein Family Trust UAD 4/30/13 | ||
By: | /s/ Randy Glein | |
Name: Randy Glein | ||
Title: Trustee |