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*
(Street)
| 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) 06/12/2015 | ||||||||||||||||||||||||||
| 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 | 06/12/2015 | 06/12/2015 | J(1) | 413,373 | D | $0.00 | 3,306,987 | I | See Footnotes(2)(10)(11)(12) | |
| Common Stock | 06/12/2015 | 06/12/2015 | J(1) | 65,210 | D | $0.00 | 521,678 | I | See Footnotes(3)(10)(11)(12) | |
| Common Stock | 06/12/2015 | 06/12/2015 | J(1) | 280,659 | D | $0.00 | 3,057,247 | I | See Footnotes(4)(10)(11)(12) | |
| Common Stock | 06/12/2015 | 06/12/2015 | J(1) | 1,993 | D | $0.00 | 15,942 | I | See Footnotes(5)(10)(11)(12) | |
| Common Stock | 06/12/2015 | 06/12/2015 | J(1) | 11,202 | D | $0.00 | 89,617 | I | See Footnotes(6)(10)(11)(12) | |
| Common Stock | 06/12/2015 | 06/12/2015 | J(1) | 22,691 | D | $0.00 | 249,593 | I | See Footnotes(7)(10)(11)(12) | |
| Common Stock | 06/12/2015 | 06/12/2015 | J(1) | 27,231 | A | $0.00 | 270,881 | I | By Family Trust(8)(18)(20) | |
| Common Stock | 399,383 | I | See Footnotes(9)(10)(11)(12) | |||||||
| Common Stock | 06/12/2015 | 06/12/2015 | J(1) | 96,708 | A | $0.00 | 97,148 | I | See Footnotes(10)(11)(12)(13)(14)(16) | |
| Common Stock | 06/12/2015 | 06/12/2015 | J(1) | 96,670 | D | $0.00 | 478 | I | See Footnotes(10)(11)(12)(13)(14)(16) | |
| Common Stock | 06/12/2015 | 06/12/2015 | J(1) | 11,299 | A | $0.00 | 11,537 | I | See Footnotes(10)(11)(12)(15)(17) | |
| Common Stock | 06/12/2015 | 06/12/2015 | J(1) | 11,284 | D | $0.00 | 253 | I | See Footnotes(10)(11)(12)(15)(17) | |
| Common Stock | 06/12/2015 | 06/12/2015 | J(1) | 2,463 | A | $0.00 | 17,419 | I | See Footnote(19) | |
| Common Stock | 06/12/2015 | 06/12/2015 | J(1) | 69,246 | A | $0.00 | 69,246 | I | See Footnotes(10)(11)(12)(13)(21)(22) | |
| Common Stock | 06/12/2015 | 06/12/2015 | J(1) | 69,246 | D | $0.00 | 0 | I | See Footnotes(10)(11)(12)(13)(21)(22) | |
| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On June 12, 2015, this fund made an in-kind distribution, without any additional consideration to its members, of that number of shares set forth in column 4, including shares distributed to the general partner of each fund. Mr. Fisher is one of several managing directors of the general partner entities of these funds that directly hold shares and as such Mr. Fisher may be deemed to have voting and investment power with respect to such shares. Mr. Fisher disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein. |
| 2. These shares are owned directly by Draper Fisher Jurvetson Fund IX, L.P. |
| 3. These shares are owned directly by Draper Fisher Jurvetson Fund X, L.P. |
| 4. These shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006, L.P. |
| 5. These shares are owned directly by Draper Fisher Jurvetson Partners X, LLC. |
| 6. These shares are owned directly by Draper Fisher Jurvetson Partners IX, LLC. |
| 7. These shares are owned directly by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC. |
| 8. On June 12, 2015, received 27,231 shares in connection with the distributions described in footnote 1 above. Represents shares held by the J. Fisher and J Caldwell Living Trust of which the reporting person is a co-trustee. |
| 9. Represents 177,612 shares held of record by Draper Associates, L.P., 160,396 shares held of record by Draper Associates Riskmasters Fund, LLC, and 61,375 shares held of record by Draper Associates Riskmasters Fund III, LLC. |
| 10. 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. |
| 11. 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. |
| 12. The Managing Member of DARF and DARFIII is Timothy C. Draper. John H.N. Fisher, Barry M. Schuler and Mark W. Bailey 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. Bailey. These individuals disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein. |
| 13. Mr. Fisher is one of several managing directors of the general partner entities of these funds that directly hold shares and as such Mr. Fisher may be deemed to have voting and investment power with respect to such shares. Mr. Fisher disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein. |
| 14. On June 12, 2015, this fund received an in-kind distribution from Draper Fisher Jurvetson Fund IX, L.P. of that number of shares set forth in column 4. Mr. Fisher is one of several managing directors of the general partner entities of these funds that directly hold shares and as such Mr. Fisher may be deemed to have voting and investment power with respect to such shares. Mr. Fisher disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein. |
| 15. On June 12, 2015, this fund received an in-kind distribution from Draper Fisher Jurvetson Fund X, L.P. of that number of shares set forth in column 4. Mr. Fisher is one of several managing directors of the general partner entities of these funds that directly hold shares and as such Mr. Fisher may be deemed to have voting and investment power with respect to such shares. Mr. Fisher disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein. |
| 16. These shares are owned directly by Draper Fisher Jurvetson Fund IX Partners, L.P. |
| 17. These shares are owned directly by Draper Fisher Jurvetson Fund X Partners, L.P. |
| 18. These shares are owned directly by John Fisher and Jennifer Caldwell Living Trust dated 1/7/00, as amended and restated on 3/27/08. Mr. Fisher disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein. |
| 19. These shares are owned directly by JHNF Investment LLC. Mr. Fisher disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein. |
| 20. Reflects certain not-for-value gifts of shares previously held by the reporting entity. |
| 21. These shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P. |
| 22. On June 12, 2015, this fund received an in-kind distribution from Draper Fisher Jurvetson Growth Fund 2006, L.P. of that number of shares set forth in column 4. Mr. Fisher is one of several managing directors of the general partner entities of these funds that directly hold shares and as such Mr. Fisher may be deemed to have voting and investment power with respect to such shares. Mr. Fisher disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein. |
| Remarks: |
| Form 1 of 2 |
| /s/ John H.N. Fisher | 06/15/2015 | |
| /s/ Timothy C. Draper | 06/15/2015 | |
| /s/ Stephen T. Jurvetson | 06/15/2015 | |
| /s/ John H.N. Fisher, Managing Director, Draper Fisher Jurvetson Fund IX, L.P. | 06/15/2015 | |
| /s/ John H.N. Fisher, Managing Member, Draper Fisher Jurvetson Partners IX, LLC | 06/15/2015 | |
| /s/ John H.N. Fisher, Managing Director, Draper Fisher Jurvetson Fund X, L.P. | 06/15/2015 | |
| /s/ John H.N. Fisher, Managing Member, Draper Fisher Jurvetson Partners X, LLC | 06/15/2015 | |
| /s/ Timothy C. Draper, General Partner, Draper Associates, L.P. | 06/15/2015 | |
| /s/ John H.N. Fisher, Director, DFJ Growth Fund 2006, Ltd., General Partner of Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P., General Partner of Draper Fisher Jurvetson Growth Fund 2006, L.P. | 06/15/2015 | |
| /s/ John H.N. Fisher, Managing Member, Draper Fisher Jurvetson Partners Growth Fund 2006, LLC | 06/15/2015 | |
| ** 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. | ||