SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person^*

Gracias Antonio J.

(Last)

(First)

(Middle)

C/O VALOR MANAGEMENT CORP.

200 S. MICHIGAN AVE., SUITE 1020

(Street)

CHICAGO

60604

(City)

(State)

(Zip)

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

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

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	41,500	I	See Footnotes⁽¹⁾⁽⁶⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	83,496	⁽²⁾	I	See Footnotes⁽³⁾⁽⁶⁾
Series G Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1,045,368	⁽⁴⁾	I	See Footnotes⁽⁵⁾⁽⁶⁾

Explanation of Responses:

1. These shares are owned directly by Valor VC, LLC ("VC").

2. Each share of the issuer's Series B 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. These shares are owned directly by AJG Growth Fund LLC ("AJG").

4. 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 or $9.68. However, in no event will one share of Series G preferred stock convert into more than approximately 2.47 shares or less than one share of common stock as a result of this conversion adjustment mechanism..

5. These shares are owned directly by Valor Solar Holdings, LLC ("Solar").

6. The reporting person is the manager of AJG and VC and is the President and Chief Executive Officer of Solar. The reporting person disclaims beneficial ownership of the shares held by VC and Solar, except to the extent of his pecuniary interest therein. This report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

Remarks:

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

	/s/ Antonio J. Gracias	12/12/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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