| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/12/2012 |
3. Issuer Name and Ticker or Trading Symbol
SOLARCITY CORP [ SCTY ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 1,800,508 | I | See footnotes(1)(9)(10) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series A Preferred Stock | (2) | (2) | Common Stock | 190,476 | (2) | I | See footnotes(3)(9)(10) |
| Series C Preferred Stock | (2) | (2) | Common Stock | 7,495,366 | (2) | I | See footnotes(4)(9)(10) |
| Series D Preferred Stock | (2) | (2) | Common Stock | 2,525,094 | (2) | I | See footnotes(5)(9)(10) |
| Series E Preferred Stock | (2) | (2) | Common Stock | 739,370 | (2) | I | See footnotes(6)(9)(10) |
| Series E-1 Preferred Stock | (2) | (2) | Common Stock | 1,440,000 | (2) | I | See footnotes(7)(9)(10) |
| Series F Preferred Stock | (2) | (2) | Common Stock | 611,096 | (2) | I | See footnotes(8)(9)(10) |
| Warrants to purchase Series F Preferred Stock (right to buy)(2) | (2) | (2) | Common Stock | 61,106 | $9.68 | I | See footnotes(2)(9)(10)(11) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 61,104 of these shares are owned directly by Draper Associates Riskmasters Fund, LLC, 1,643,510 of these shares are owned directly by Draper Fisher Jurvetson Fund IX, L.P., 32,218 of these shares are owned directly by Draper Fisher Jurvetson Fund X, L.P., 16,796 of these shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006, L.P., 44,538 of these shares are held by Draper Fisher Jurvetson Partners IX, LLC, 1,358 of these shares are held by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC and 984 of these shares are owned directly by Draper Fisher Jurvetson Partners X, LLC. |
| 2. Each share of the issuer's Series A 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. 6,380 of these shares are owned directly by Draper Associates Riskmasters Fund, LLC, 179,238 of these shares are owned directly by Draper Fisher Jurvetson Fund IX, L.P., and 4,858 of these shares are held by Draper Fisher Jurvetson Partners IX, LLC. |
| 4. 3,526,570 of these shares are owned directly by Draper Fisher Jurvetson Fund IX, L.P., 125,548 of these shares are owned directly by Draper Associates, L.P., 3,467,356 of these shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006, L.P., 95,566 of these shares are held by Draper Fisher Jurvetson Partners IX, LLC, and 280,326 of these shares are held by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC. |
| 5. 68,158 of these shares are owned directly by Draper Associates Riskmasters Fund, LLC, 907,252 of these shares are owned directly by Draper Fisher Jurvetson Fund IX, L.P., 605,042 of these shares are owned directly by Draper Fisher Jurvetson Fund X, L.P., 12,880 of these shares are owned directly by Draper Associates, L.P., 822,216 of these shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006, L.P., 24,586 of these shares are held by Draper Fisher Jurvetson Partners IX, LLC, 66,474 of these shares are held by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC and 18,486 of these shares are owned directly by Draper Fisher Jurvetson Partners X, LLC. |
| 6. 347,874 of these shares are owned directly by Draper Fisher Jurvetson Fund IX, L.P., 12,384 of these shares are owned directly by Draper Associates, L.P., 342,034 of these shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006, L.P., 9,426 of these shares are held by Draper Fisher Jurvetson Partners IX, LLC, and 27,652 of these shares are held by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC. |
| 7. 752,800 of these shares are owned directly by Draper Fisher Jurvetson Fund IX, L.P., 26,800 of these shares are owned directly by Draper Associates, L.P., 592,128 of these shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006, L.P., 20,400 of these shares are held by Draper Fisher Jurvetson Partners IX, LLC, and 47,872 of these shares are held by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC. |
| 8. 24,754 of these shares are owned directly by Draper Associates Riskmasters Fund, LLC, 204,470 of these shares are owned directly by Draper Fisher Jurvetson Fund IX, L.P., 216,928 of these shares are owned directly by Draper Fisher Jurvetson Fund X, L.P., 141,346 of these shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006, L.P., 5,542 of these shares are held by Draper Fisher Jurvetson Partners IX, LLC, 11,428 of these shares are held by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC and 6,628 of these shares are owned directly by Draper Fisher Jurvetson Partners X, LLC. |
| 9. John H.N. Fisher is a member of the issuer's board of directors. Timothy C. Draper, John H.N. Fisher and Stephen T. Jurvetson are managing directors of the general partner entities of Draper Fisher Jurvetson Fund IX, L.P. (Fund IX) and Draper Fisher Jurvetson Fund X, L.P. (Fund X) that directly hold shares and as such they may be deemed to have voting and investment power with respect to such shares. Draper Fisher Jurvetson Partners IX, LLC invests lockstep alongside Fund IX. Draper Fisher Jurvetson Partners X, LLC invests lockstep alongside Fund X. Draper Associates, L.P. (DALP) invests lockstep alongside Fund IX and Fund X. The General Partner of DALP is Draper Associates, Inc. which is controlled by its President and majority shareholder, Timothy C. Draper. Draper Associates Riskmasters Fund, LLC (DARF) invests lockstep alongside Fund IX and Fund X, instead and in place of DALP beginning June 2010. (Continued to footnote 10) |
| 10. The Managing Member of DARF is Timothy C. Draper. John H.N. Fisher, Barry M. Schuler and Mark W. Baily are managing directors of the general partner entities of Draper Fisher Jurvetson Growth Fund 2006, L.P. (Growth Fund) that directly hold shares and as such they may be deemed to have voting and investment power with respect to such shares. Draper Fisher Jurvetson Partners Growth Fund 2006, LLC (Growth Partners) invests alongside Growth Fund. The managing members of Growth Partners are John H.N. Fisher, Barry M. Schuler and Mark W. Baily. These individuals disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein. |
| 11. Warrants to purchase 2,476 of these shares are owned directly by Draper Associates Riskmasters Fund, LLC, warrants to purchase 20,446 of these shares are owned directly by Draper Fisher Jurvetson Fund IX, L.P., warrants to purchase 21,692 of these shares are owned directly by Draper Fisher Jurvetson Fund X, L.P., warrants to purchase 14,134 of these shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006, L.P., warrants to purchase 554 of these shares are held by Draper Fisher Jurvetson Partners IX, LLC, warrants to purchase 1,142 of these shares are held by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC and warrants to purchase 662 of these shares are owned directly by Draper Fisher Jurvetson Partners X, LLC. These warrants will be automatically net exercised and will expire on the effective date of the issuer's initial public offering. |
| Remarks: |
| Form 1 of 2 * Date set forth above represents anticipated effective date of issuer's initial public offering. |
| /s/ John H.N. Fisher | 12/12/2012 | |
| /s/ Timothy C. Draper | 12/12/2012 | |
| /s/ Stephen T. Jurvetson | 12/12/2012 | |
| /s/ John H.N. Fisher, Managing Director, Draper Fisher Jurvetson Fund IX, L.P. | 12/12/2012 | |
| /s/ John H.N. Fisher, Managing Member Draper Fisher Jurvetson Partners IX, LLC | 12/12/2012 | |
| /s/ John H.N. Fisher, Managing Director Draper Fisher Jurvetson Fund X, L.P. | 12/12/2012 | |
| /s/ John H.N. Fisher, Managing Member Draper Fisher Jurvetson Partners X, LLC | 12/12/2012 | |
| /s/ Timothy C. Draper, General Partner Draper Associates, L.P. | 12/12/2012 | |
| /s/ John H.N. Fisher, Director, DFJ Growth Fund 2006, Ltd General Partner of Draper Fisher Jurvestson Growth Fund 2006, Partners, L.P., General Partner of Draper Fisher Jurvetson Growth Fund 2006, L.P. | 12/12/2012 | |
| /s/ John H.N. Fisher, Managing Member Draper Fisher Jurvetson Partners Growth Fund 2006, LLC | 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||