Sec Form 4 Filing - Fisher John H N @ SOLARCITY CORP - 2014-08-12

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Fisher John H N
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)
(Last) (First) (Middle)
C/O DRAPER FISHER JURVETSON, 2882 SAND HILL ROAD, SUITE 150
3. Date of Earliest Transaction (MM/DD/YY)
08/12/2014
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 5,373,853 I See Footnotes ( 3 ) ( 10 ) ( 11 ) ( 12 )
Common Stock 847,725 I See Footnotes ( 4 ) ( 10 ) ( 11 ) ( 12 )
Common Stock 08/21/2014 08/21/2014 S 23,787 D $ 71.0178 ( 1 ) 3,624,778 I See Footnotes ( 5 ) ( 10 ) ( 11 ) ( 12 )
Common Stock 08/25/2014 08/25/2014 S 6,213 D $ 72.1037 ( 2 ) 3,618,565 I See Footnotes ( 5 ) ( 10 ) ( 11 ) ( 12 )
Common Stock 25,904 I See Footnotes ( 6 ) ( 10 ) ( 11 ) ( 12 )
Common Stock 145,627 I See Footnotes ( 7 ) ( 10 ) ( 11 ) ( 12 )
Common Stock 294,975 I See Footnotes ( 8 ) ( 10 ) ( 11 ) ( 12 )
Common Stock 08/12/2014 08/12/2014 G 200 D $ 0 188,462 I By Family Trust ( 15 )
Common Stock 399,383 I See Footnotes ( 9 ) ( 10 ) ( 11 ) ( 12 )
Common Stock 274 I See Footnotes ( 10 ) ( 11 ) ( 12 ) ( 13 )
Common Stock 172 I See Footnotes ( 10 ) ( 11 ) ( 12 ) ( 14 )
Common Stock 5,378 I See Footnote ( 16 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fisher John H N
C/O DRAPER FISHER JURVETSON
2882 SAND HILL ROAD, SUITE 150
MENLO PARK, CA94025
X X
Draper Associates Riskmasters Fund, LLC
C/O DRAPER FISHER JURVETSON
2882 SAND HILL ROAD, SUITE 150
MENLO PARK, CA94025
X X
Draper Associates Riskmasters Fund III, LLC
C/O DRAPER FISHER JURVETSON
2882 SAND HILL ROAD, SUITE 150
MENLO PARK, CA94025
X X
Signatures
/s/ Timothy C. Draper, Managing Member Draper Associates Riskmasters Fund, LLC 08/26/2014
Signature of Reporting Person Date
/s/ Timothy C. Draper, Managing Member Draper Associates Riskmasters Fund III, LLC 08/26/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.00 to $71.14, inclusive. The reporting person undertakes to provide SolarCity Corporation, any security holder of SolarCity Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the footnote.
( 2 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.92 to $72.23, inclusive. The reporting person undertakes to provide SolarCity Corporation, any security holder of SolarCity Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in the footnote.
( 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 Fisher Jurvetson Growth Fund 2006, L.P.
( 6 )These shares are owned directly by Draper Fisher Jurvetson Partners X, LLC.
( 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 )Represents 177,612 shares held of record by Draper A ssociates, 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 )These shares are owned directly by Draper Fisher Jurvetson Fund IX Partners, L.P.
( 14 )These shares are owned directly by Draper Fisher Jurvetson Fund X Partners, L.P.
( 15 )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, of which the reporting person is a co-trustee. 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 JHNF Investment LLC. Mr. Fisher disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein.

Remarks:
Form 2 of 2

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