Sec Form 4 Filing - Pfund Nancy E @ SOLARCITY CORP - 2015-12-16

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 Pfund Nancy E 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) (Last) (First) (Middle) C/O SOLARCITY CORPORATION, 3055 CLEARVIEW WAY 3. Date of Earliest Transaction (MM/DD/YY) 12/16/2015 (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 12/16/2015 12/16/2015 S( 1 ) 32,651 D $ 55.0791 ( 2 ) 136,557 I By Trust ( 4 ) Common Stock 12/17/2015 12/17/2015 S( 1 ) 17,349 D $ 56.5122 ( 3 ) 119,208 I By Trust ( 4 ) Common Stock 38,000 I By Trust ( 5 ) Common Stock 928,977 I See Footnote ( 6 ) ( 8 ) Common Stock 449,279 I See Footnote ( 7 ) ( 8 )

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 Pfund Nancy E C/O SOLARCITY CORPORATION 3055 CLEARVIEW WAY SAN MATEO, CA94402 X Signatures Seth R. Weissman, Atty-in-Fact for Nancy Pfund 12/17/2015 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 March 13, 2015. ( 2 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.00 to $55.22, 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 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.09 to $56.94, 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. ( 4 )These shares are owned directly by The Pfund Polakoff Family Trust dtd 2/18/1993. ( 5 )These shares are owned directly by The Pfund Polakoff 2014 CRUT u/a/d 11/07/14. ( 6 )These shares are owned directly by DBL Equity Fund-BAEF II, L.P. ( 7 )These shares are owned directly by Bay Area Equity Fund I, L.P. ( 8 )The reporting person is a managing partner of H&Q Venture Management, L.L.C., doing business as DBL Investors LLC, which is the managing member of Bay Area Equity Fund Managers I, L. L.C., the general partner of Bay Area Equity Fund I, L.P. The reporting person disclaims beneficial ownership of these shares except to the extent of her pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

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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