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^*

Small James Radford

(Last)

(First)

(Middle)

3055 CLEARVIEW WAY

(Street)

SAN MATEO

94402

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2016

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

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

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

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	3,061	D

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)
Option to Purchase Common Stock	06/22/2016⁽¹⁾	06/22/2025	Common Stock	36,000	$57.7	D
Option to Purchase Common Stock	06/22/2016⁽¹⁾	06/22/2025	Common Stock	6,000	$57.7	D
Option to Purchase Common Stock	06/22/2016⁽¹⁾	06/22/2025	Common Stock	18,000	$57.7	D
Restricted Stock Unit Award	⁽³⁾	⁽³⁾	Common Stock	15,000	$0.0001⁽²⁾	D

Explanation of Responses:

1. Shares subject to the option become vested and exercisable upon the Issuer's achievement of certain performance objectives set forth in the option agreement, provided that the reporting person continues to be a service provider to the Issuer as of each vest date.

2. Represents par value of SolarCity Corporation common stock.

3. Represents a restricted stock unit award granted in May 2015, in which 1/3 of the remaining shares subject to the award shall vest in May 2017, May 2018 and May 2019, subject to the continued service of the reporting person with the issuer.

Remarks:

	/s/ Seth Weissman as attorney-in-fact for J. Radford Small	10/07/2016
	** 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.
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