Form 4 DRAPER FISHER JURVETION For: Nov 21 Filed by: Draper Fisher Jurvetson Fund IX LP

November 23, 2016 4:17 PM EST

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 ^*

Fisher John H N

(Last)

(First)

(Middle)

C/O DRAPER FISHER JURVETSON

2882 SAND HILL ROAD, SUITE 150

(Street)

MENLO PARK

94025

(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)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/21/2016	11/21/2016	D		826,745	D	⁽¹⁾	0	I	See Footnotes ⁽²⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock	11/21/2016	11/21/2016	D		260,838	D	⁽¹⁾	0	I	See Footnotes ⁽³⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock	11/21/2016	11/21/2016	D		1,653,952	D	⁽¹⁾	0	I	See Footnotes ⁽⁴⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock	11/21/2016	11/21/2016	D		7,970	D	⁽¹⁾	0	I	See Footnotes ⁽⁵⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock	11/21/2016	11/21/2016	D		22,403	D	⁽¹⁾	0	I	See Footnotes ⁽⁶⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock	11/21/2016	11/21/2016	D		136,138	D	⁽¹⁾	0	I	See Footnotes ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock	11/21/2016	11/21/2016	D		401,053	D	⁽¹⁾	0	I	By Family Trust ⁽⁸⁾ ⁽¹⁷⁾
Common Stock	11/21/2016	11/21/2016	D		399,383	D	⁽¹⁾	0	I	See Footnotes ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock	11/21/2016	11/21/2016	D		518	D	⁽¹⁾	0	I	See Footnotes ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹³⁾ ⁽¹⁴⁾ ⁽¹⁵⁾
Common Stock	11/21/2016	11/21/2016	D		319	D	⁽¹⁾	0	I	See Footnotes ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹⁴⁾ ⁽¹⁶⁾
Common Stock	11/21/2016	11/21/2016	D		24,388	D	⁽¹⁾	0	I	See Footnote ⁽¹⁸⁾
Common Stock	11/21/2016	11/21/2016	D		6,776	D	⁽¹⁾	0	I	See Footnote ⁽¹⁹⁾
Common Stock	11/21/2016	11/21/2016	D		500	D	⁽¹⁾	0	I	See Footnote ⁽²⁰⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Purchase Common Stock	$ 62.51	11/21/2016	11/21/2016	D			30,000	⁽²¹⁾	⁽²¹⁾	Common Stock	30,000	$ 0	0	D
Option to Purchase Common Stock	$ 62.51	11/21/2016	11/21/2016	D			3,500	⁽²¹⁾	⁽²¹⁾	Common Stock	3,500	$ 0	0	D
Option to Purchase Common Stock	$ 62.51	11/21/2016	11/21/2016	D			5,000	⁽²¹⁾	⁽²¹⁾	Common Stock	5,000	$ 0	0	D
Option to Purchase Common Stock	$ 62.51	11/21/2016	11/21/2016	D			1,000	⁽²¹⁾	⁽²¹⁾	Common Stock	1,000	$ 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 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. These shares are owned directly 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. 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. These shares are owned directly by Draper Fisher Jurvetson Fund IX Partners, L.P.

16. These shares are owned directly by Draper Fisher Jurvetson Fund X Partners, L.P.

17. 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.

18. 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.

19. These shares are owned directly by the Fisher/Caldwell 2012 Irrevocable Children's Trust U/A/D 6-12-12 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.

20. These shares are held by the reporting person as custodian for a minor child.

21. 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").

Form 1 of 2

	/s/ John H.N. Fisher	11/21/2016
	** Signature of Reporting Person	Date
	/s/ Timothy C. Draper	11/21/2016
	** Signature of Reporting Person	Date
	/s/ Stephen T. Jurvetson	11/21/2016
	** Signature of Reporting Person	Date
	/s/ John H.N. Fisher, Managing Director Draper Fisher Jurvetson Fund IX, L.P.	11/21/2016
	** Signature of Reporting Person	Date
	/s/ John H.N. Fisher, Managing Member Draper Fisher Jurvetson Partners IX, LLC	11/21/2016
	** Signature of Reporting Person	Date
	/s/ John H.N. Fisher, Managing Director Draper Fisher Jurvetson Fund X, L.P.	11/21/2016
	** Signature of Reporting Person	Date
	/s/ John H.N. Fisher, Managing Member Draper Fisher Jurvetson Partners X, LLC	11/21/2016
	** Signature of Reporting Person	Date
	/s/ Timothy C. Draper, General Partner Draper Associates, L.P.	11/21/2016
	** Signature of Reporting Person	Date
	/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.	11/21/2016
	** Signature of Reporting Person	Date
	/s/ John H.N. Fisher, Managing Member Draper Fisher Jurvetson Partners Growth Fund 2006, LLC	11/21/2016
	** 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.

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