SEC FORM 4

SEC Form 4

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^*

Fisher John H N

(Last)

(First)

(Middle)

C/O DRAPER FISHER JURVETSON

2882 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2012

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/18/2012	12/18/2012	C		160,396	A	⁽¹⁾	160,396	I	See Footnotes⁽²⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Common Stock	12/18/2012	12/18/2012	C		7,561,714	A	⁽¹⁾	7,561,714	I	See Footnotes⁽³⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Common Stock	12/18/2012	12/18/2012	C		854,188	A	⁽¹⁾	854,188	I	See Footnotes⁽⁴⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Common Stock	12/18/2012	12/18/2012	C		177,612	A	⁽¹⁾	177,612	I	See Footnotes⁽⁵⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Common Stock	12/18/2012	12/18/2012	C		5,381,876	A	⁽¹⁾	5,381,876	I	See Footnotes⁽⁶⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Common Stock	12/18/2012	12/18/2012	C		204,916	A	⁽¹⁾	204,916	I	See Footnotes⁽⁷⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Common Stock	12/18/2012	12/18/2012	C		435,110	A	⁽¹⁾	435,110	I	See Footnotes⁽⁸⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Common Stock	12/18/2012	12/18/2012	C		26,098	A	⁽¹⁾	26,098	I	See Footnotes⁽⁹⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Common Stock	12/18/2012	12/18/2012	P		705,750	A	$8	8,267,464	I	See Footnotes⁽³⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Common Stock	12/18/2012	12/18/2012	P		450,000	A	$8	1,304,188	I	See Footnotes⁽⁴⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Common Stock	12/18/2012	12/18/2012	P		231,300	A	$8	5,613,176	I	See Footnotes⁽⁶⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Common Stock	12/18/2012	12/18/2012	P		19,125	A	$8	224,041	I	See Footnotes⁽⁷⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Common Stock	12/18/2012	12/18/2012	P		18,700	A	$8	453,810	I	See Footnotes⁽⁸⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Common Stock	12/18/2012	12/18/2012	P		13,750	A	$8	39,848	I	See Footnotes⁽⁹⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Common Stock	12/18/2012	12/18/2012	P		61,375	A	$8	61,375	I	See Footnotes⁽¹⁰⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	12/18/2012	12/18/2012	C			190,476	⁽¹⁾	⁽¹⁾	Common Stock	190,476	⁽¹⁾	0	I	See Footnotes⁽¹¹⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Series C Preferred Stock	⁽¹⁾	12/18/2012	12/18/2012	C			7,495,366	⁽¹⁾	⁽¹⁾	Common Stock	7,495,366	⁽¹⁾	0	I	See Footnotes⁽¹²⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Series D Preferred Stock	⁽¹⁾	12/18/2012	12/18/2012	C			2,525,094	⁽¹⁾	⁽¹⁾	Common Stock	2,525,094	⁽¹⁾	0	I	See Footnotes⁽¹³⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Series E Preferred Stock	⁽¹⁾	12/18/2012	12/18/2012	C			739,370	⁽¹⁾	⁽¹⁾	Common Stock	739,370	⁽¹⁾	0	I	See Footnotes⁽¹⁴⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Series E-1 Preferred Stock	⁽¹⁾	12/18/2012	12/18/2012	C			1,440,000	⁽¹⁾	⁽¹⁾	Common Stock	1,440,000	⁽¹⁾	0	I	See Footnotes⁽¹⁵⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾
Series F Preferred Stock	⁽¹⁾	12/18/2012	12/18/2012	C			611,096	⁽¹⁾	⁽¹⁾	Common Stock	611,096	⁽¹⁾	0	I	See Footnotes⁽¹⁶⁾⁽¹⁷⁾⁽¹⁸⁾⁽¹⁹⁾

1. Name and Address of Reporting Person^*

Fisher John H N

(Last)

(First)

(Middle)

C/O DRAPER FISHER JURVETSON

2882 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DRAPER TIMOTHY C

(Last)

(First)

(Middle)

C/O DRAPER FISHER JURVETSON

2882 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Jurvetson Stephen T

(Last)

(First)

(Middle)

C/O DRAPER FISHER JURVETSON

2882 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Draper Fisher Jurvetson Fund IX LP

(Last)

(First)

(Middle)

C/O DRAPER FISHER JURVETSON

2882 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Draper Fisher Jurvetson Partners IX, LLC

(Last)

(First)

(Middle)

C/O DRAPER FISHER JURVETSON

2882 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Draper Fisher Jurvetson Fund X, L.P.

(Last)

(First)

(Middle)

C/O DRAPER FISHER JURVETSON

2882 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Draper Fisher Jurvetson Partners X, LLC

(Last)

(First)

(Middle)

C/O DRAPER FISHER JURVETSON

2882 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DRAPER ASSOCIATES L P

(Last)

(First)

(Middle)

C/O DRAPER FISHER JURVETSON

2882 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DRAPER FISHER JURVETSON GROWTH FUND 2006 LP

(Last)

(First)

(Middle)

C/O DRAPER FISHER JURVETSON

2882 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DRAPER FISHER JURVETION PARTNERS GROWTH FUND 2006 LLC

(Last)

(First)

(Middle)

C/O DRAPER FISHER JURVETSON

2882 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each share of the issuer's Series A Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock and Series F Preferred Stock automatically converted into one share of common stock upon the closing of the issuer's initial public offering and has no expiration date.

2. These shares are owned directly by Draper Associates Riskmasters Fund, LLC.

3. These shares are owned directly by Draper Fisher Jurvetson Fund IX, L.P.

4. These shares are owned directly by Draper Fisher Jurvetson Fund X, L.P.

5. These shares are owned directly by Draper Associates, L.P.

6. These shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006, L.P.

7. These shares are owned directly by Draper Fisher Jurvetson Partners IX, LLC

8. These shares are owned directly by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC.

9. These shares are owned directly by Draper Fisher Jurvetson Partners X, LLC.

10. These shares are owned directly by Draper Associates Riskmasters Fund III, LLC.

11. 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.

12. 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.

13. 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.

14. 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.

15. 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.

16. 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.

17. 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. (continue to footnote 18).

18. 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) and Draper Associates Riskmasters Fund III, LLC (DARFIII) invest lockstep alongside Fund IX and Fund X, instead and in place of DALP beginning June 2010.

19. The Managing Member of DARF and DARFIII 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 lockstep 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.

Remarks:

Form 1 of 2

	/s/ John H.N. Fisher	12/18/2012
	/s/ Timothy C. Draper	12/18/2012
	/s/ Stephen T. Jurvetson	12/18/2012
	/s/ John H.N. Fisher, Managing Director, Draper Fisher Jurvetson Fund IX, L.P.	12/18/2012
	/s/ John H.N. Fisher, Managing Member, Draper Fisher Jurvetson Partners IX, LLC	12/18/2012
	/s/ John H.N. Fisher, Managing Director, Draper Fisher Jurvetson Fund X, L.P.	12/18/2012
	/s/ John H.N. Fisher, Managing Member, Draper Fisher Jurvetson Partners X, LLC	12/18/2012
	/s/ Timothy C. Draper, General Partner, Draper Associates, L.P.	12/18/2012
	/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.	12/18/2012
	/s/ John H.N. Fisher, Managing Member, Draper Fisher Jurvetson Partners Growth Fund 2006, LLC	12/18/2012
	** Signature of Reporting Person	Date
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