0001408356-16-000177.txt : 20161123 0001408356-16-000177.hdr.sgml : 20161123 20161123164638 ACCESSION NUMBER: 0001408356-16-000177 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161121 FILED AS OF DATE: 20161123 DATE AS OF CHANGE: 20161123 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SOLARCITY CORP CENTRAL INDEX KEY: 0001408356 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 020781046 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3055 CLEARVIEW WAY CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 650-638-1028 MAIL ADDRESS: STREET 1: 3055 CLEARVIEW WAY CITY: SAN MATEO STATE: CA ZIP: 94402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rive Lyndon R CENTRAL INDEX KEY: 0001560173 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35758 FILM NUMBER: 162017110 MAIL ADDRESS: STREET 1: 3055 CLEARVIEW WAY CITY: SAN MATEO STATE: CA ZIP: 94402 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2016-11-21 1 0001408356 SOLARCITY CORP SCTY 0001560173 Rive Lyndon R 3055 CLEARVIEW WAY SAN MATEO CA 94402 1 1 0 0 Chief Executive Officer Common Stock 2016-11-21 2016-11-21 4 D 0 22800 D 0 D Common Stock 2016-11-21 2016-11-21 4 D 0 2267008 D 0 I By LLC Common Stock 2016-11-21 2016-11-21 4 D 0 1348 D 0 I As Custodian Option to Purchase Common Stock 1.62 2016-11-21 2016-11-21 4 D 0 647913 0 D Common Stock 647913 0 D Option to Purchase Common Stock 5.07 2016-11-21 2016-11-21 4 D 0 1000000 0 D Common Stock 1000000 0 D Option to Purchase Common Stock 48.97 2016-11-21 2016-11-21 4 D 0 3000000 0 D Common Stock 3000000 0 D Zero Coupon Convertible Senior Notes due 2020 33.00 2015-12-07 2020-12-01 Common Stock 3000000.00 0 D Outstanding shares of the common stock of the Issuer were converted into the right to receive 0.110 shares of Tesla common stock for each share of the Issuer's common stock issued and outstanding, with cash paid in lieu of fractional shares, in accordance with the Merger Agreement. Since reporting person's last report, 659,574 shares previously owned directly by the reporting person were transferred to an investment company managed by the reporting person. Since reporting person's last report, 1,348 shares previously owned by the reporting person were transferred to the reporting person as custodian for his minor children. Outstanding stock options and restricted stock unit awards ("RSUs") of the Issuer were assumed by Tesla and automatically converted into corresponding equity incentive awards on common stock of Tesla in accordance with the Merger Agreement. Pursuant to its terms, this option to purchase common stock of the Issuer expired upon the closing of the Merger. The Zero Coupon Convertible Senior Notes due 2020 have been adjusted to become convertible into shares of Tesla common stock. This Form 4 reports securities disposed pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 31, 2016, a copy of which is filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on August 1, 2016, and by which the Issuer became a wholly-owned subsidiary (the "Merger") of Tesla Motors, Inc. ("Tesla"). /s/ Seth R. Weissman, Atty-in-fact for Lyndon R. Rive 2016-11-23