Nancy E Pfund Form 4 SOLARCITY / Nancy E Pfund ownership change

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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^*

Pfund Nancy E

(Last) (First) (Middle)

C/O SOLARCITY CORPORATION

3055 CLEARVIEW WAY

(Street)

SAN MATEO CA 94402

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

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2016

4. 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 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/21/2016	11/21/2016	D		119,208	D	(1)	0	I	By Trust(2)
Common Stock								0	I	By Trust(3)
Common Stock	11/21/2016	11/21/2016	D		928,977	D	(1)	0	I	See Footnote(4)
Common Stock	11/21/2016	11/21/2016	D		449,279	D	(1)	0	I	See Footnote(5)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option to Purchase Common Stock	$62.51	11/21/2016	11/21/2016	D			30,000	(6)	(6)	Common Stock	30,000	$0	0	D
Option to Purchase Common Stock	$62.51	11/21/2016	11/21/2016	D			3,500	(6)	(6)	Common Stock	3,500	$0	0	D
Option to Purchase Common Stock	$62.51	11/21/2016	11/21/2016	D			3,000	(6)	(6)	Common Stock	3,000	$0	0	D
Option to Purchase Common Stock	$62.51	11/21/2016	11/21/2016	D			3,000	(6)	(6)	Common Stock	3,000	$0	0	D

Explanation of Responses:

1. 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.

2. These shares are owned directly by The Pfund Polakoff Family Trust dtd 2/18/1993.

3. These shares are owned directly by The Pfund Polakoff 2014 CRUT u/a/d 11/07/14.

4. These shares are owned directly by DBL Equity Fund-BAEF II, L.P.

5. These shares are owned directly by Bay Area Equity Fund I, L.P.

6. 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.

Remarks:

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 Nancy Pfund	11/23/2016
	** 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 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.