FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SOLARCITY CORP [ SCTY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/09/2014 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 05/09/2014 | 05/09/2014 | J(1) | 2,583,976 | D | $0.00 | 0 | I | See Footnote(1) | |
Common Stock | 05/09/2014 | 05/09/2014 | J(2) | 41,500 | D | $0.00 | 0 | I | See Footnote(2) | |
Common Stock | 05/09/2014 | 05/09/2014 | J(3) | 33,446 | A | $0.00 | 33,446 | I | By Trust | |
Common Stock | 05/09/2014 | 05/09/2014 | J(4) | 3,764 | A | $0.00 | 3,764 | D | ||
Common Stock | 05/09/2014 | 05/09/2014 | J(5) | 10,409 | A | $0.00 | 10,409 | I | See Footnote(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Shares were transferred as part of a pro-rata distribution effected by Valor Solar Holdings LLC, the record and direct beneficial owner of the shares, to its general and limited partners. Reporting person is managing director and chief financial officer of Valor Management Corp., the managing member of Valor Solar Holdings LLC, and reporting person disclaims beneficial ownership of the shares, except to the extent of his pecuniary interest therein. |
2. Shares were transferred as part of a pro-rata distribution effected by Valor VC, LLC, the record and direct beneficial owner of the shares, to its general and limited partners. Reporting person is managing director and chief financial officer of Valor Management Corp., the managing member of Valor VC LLC, and reporting person disclaims beneficial ownership of the shares, except to the extent of his pecuniary interest therein. |
3. 29,000 of these shares were received as part of a pro-rata distribution effected by Valor Solar Holdings LLC, and 4,446 of these shares were received as part of a pro-rata distribution effected by Valor VC, LLC. |
4. These shares were received as part of a pro-rata distribution effected by Valor Solar Holdings LLC. |
5. Valor Equity Management II, LP is the record owner of these shares and received these shares as part of a pro-rata distribution effected by Valor Solar Holdings LLC. Reporting person indirectly beneficially owns a total of 10,409 shares held of record by Valor Equity Management II, L.P. |
Remarks: |
/s/ Jonathan K. Shulkin | 05/13/2014 | |
** 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 4 (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. |