Sec Form 4 Filing - KELLY ROBERT DOUGLAS @ SOLARCITY CORP - 2013-12-12

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
KELLY ROBERT DOUGLAS
2. Issuer Name and Ticker or Trading Symbol
SOLARCITY CORP [ SCTY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O SOLARCITY CORPORATION, 3055 CLEARVIEW WAY
3. Date of Earliest Transaction (MM/DD/YY)
12/12/2013
(Street)
SAN MATEO, CA94402
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 12/12/2013 12/12/2013 M 20,000 A $ 5.92 20,000 D
Common Stock 12/12/2013 12/12/2013 S( 1 ) 20,000 D $ 50.3212 ( 2 ) 0 D
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
Option to purchase Common Stock $ 5 .92 12/12/2013 12/12/2013 M 20,000 ( 3 ) 10/24/2021 Common Stokc 20,000 $ 0 312,014 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KELLY ROBERT DOUGLAS
C/O SOLARCITY CORPORATION
3055 CLEARVIEW WAY
SAN MATEO, CA94402
Chief Financial Officer
Signatures
Seth R. Weissman Atty-in-Fact for Robert Douglas Kelly 12/12/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 29, 2013.
( 2 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.45 to $50.775, 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 this footnote.
( 3 )Represents an option in which 20% of the shares subject to the option shall vest and become exercisable upon the achievement of each of certain capital-raising transactions as described in the option agreement, subject to the continued employment of the reporting person with the issuer.

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).

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