SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
Musk Elon

(Last) (First) (Middle)
C/O SOLARCITY CORPORATION
3055 CLEARVIEW WAY

(Street)
SAN MATEO CA 94402

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/12/2012
3. Issuer Name and Ticker or Trading Symbol
SOLARCITY CORP [ SCTY ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 118,256 I By Trust
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) (1) Common Stock 10,491,720 (1) I By Trust
Series B Preferred Stock (1) (1) Common Stock 2,897,342 (1) I By Trust
Series C Preferred Stock (1) (1) Common Stock 478,871 (1) I By Trust
Series D Preferred Stock (1) (1) Common Stock 2,279,826 (1) I By Trust
Series F Preferred Stock (1) (1) Common Stock 1,033,592 (1) I By Trust
Series G Preferred Stock (2) (2) Common Stock 627,220 (2) I By Trust
Warrant to purchase Series F Preferred Stock (right to buy) (1) (3) (3) Common Stock 103,360 9.68 I By Trust
Explanation of Responses:
1. Each share of the issuer's Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D 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.
2. Each share of the issuer's Series G Preferred Stock will automatically convert into a number of shares of common stock equal to the quotient obtained by dividing (A) $23.92 by (B) the product of (i) the issuer's public offering price multiplied by (ii) 0.6.
3. This warrant will be automatically net exercised by the reporting person on the effective date of the issuer's initial public offering. If not exercised, the warrant will automatically expire.
Remarks:
* Date set forth above represents anticipated effective date of issuer's initial public offering.
/s/ Seth R. Weissman, Atty-in-Fact for Elon Musk 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.