SEC Form 4 · accession 0000899243-16-034319
SOLARCITY CORP · SCTY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Timothy C Draper
10% Owner
DRAPER ASSOCIATES L P
10% Owner
John H N Fisher
Director
Stephen T Jurvetson
10% Owner
Draper Fisher Jurvetson Fund IX LP
10% Owner
Draper Fisher Jurvetson Fund X, L.P.
10% Owner
Period of report
Nov 21, 2016
Accepted (ET)
Nov 23, 2016 · 4:15 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001408356
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F10,F11,F12 | Nov 21, 2016 | D | 826,745 | — | D | 0 | I | See Footnotes |
| Common StockF1,F3,F10,F11,F12 | Nov 21, 2016 | D | 260,838 | — | D | 0 | I | See Footnotes |
| Common StockF1,F4,F10,F11,F12 | Nov 21, 2016 | D | 1,653,952 | — | D | 0 | I | See Footnotes |
| Common StockF1,F5,F10,F11,F12 | Nov 21, 2016 | D | 7,970 | — | D | 0 | I | See Footnotes |
| Common StockF1,F6,F10,F11,F12 | Nov 21, 2016 | D | 22,403 | — | D | 0 | I | See Footnotes |
| Common StockF1,F7,F10,F11,F12 | Nov 21, 2016 | D | 136,138 | — | D | 0 | I | See Footnotes |
| Common StockF1,F8,F17 | Nov 21, 2016 | D | 401,053 | — | D | 0 | I | By Family Trust |
| Common StockF1,F9,F10,F11,F12 | Nov 21, 2016 | D | 399,383 | — | D | 0 | I | See Footnotes |
| Common StockF1,F10,F11,F12,F13,F14,F15 | Nov 21, 2016 | D | 518 | — | D | 0 | I | See Footnotes |
| Common StockF1,F10,F11,F12,F14,F16 | Nov 21, 2016 | D | 319 | — | D | 0 | I | See Footnotes |
| Common StockF1,F18 | Nov 21, 2016 | D | 24,388 | — | D | 0 | I | See Footnote |
| Common StockF1,F19 | Nov 21, 2016 | D | 6,776 | — | D | 0 | I | See Footnote |
| Common StockF1,F20 | Nov 21, 2016 | D | 500 | — | D | 0 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Option to Purchase Common StockF21 | $62.51 | Nov 21, 2016 | D | 30,000 | D | — | — | Common Stock | 30,000 | 0 | D |
| Option to Purchase Common StockF21 | $62.51 | Nov 21, 2016 | D | 3,500 | D | — | — | Common Stock | 3,500 | 0 | D |
| Option to Purchase Common StockF21 | $62.51 | Nov 21, 2016 | D | 5,000 | D | — | — | Common Stock | 5,000 | 0 | D |
| Option to Purchase Common StockF21 | $62.51 | Nov 21, 2016 | D | 1,000 | D | — | — | Common Stock | 1,000 | 0 | D |
Explanation of responses
- F1Outstanding 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.
- F10John 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.
- F11The 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.
- F12The 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.
- F13Mr. 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.
- F14Mr. 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.
- F15These shares are owned directly by Draper Fisher Jurvetson Fund IX Partners, L.P.
- F16These shares are owned directly by Draper Fisher Jurvetson Fund X Partners, L.P.
- F17These 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.
- F18These 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.
- F19These 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.
- F2These shares are owned directly by Draper Fisher Jurvetson Fund IX, L.P.
- F20These shares are held by the reporting person as custodian for a minor child.
- F21Outstanding 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.
- F3These shares are owned directly by Draper Fisher Jurvetson Fund X, L.P.
- F4These shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006, L.P.
- F5These shares are owned directly by Draper Fisher Jurvetson Partners X, LLC.
- F6These shares are owned directly by Draper Fisher Jurvetson Partners IX, LLC.
- F7These shares are owned directly by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC.
- F8These shares are owned directly by the J. Fisher and J Caldwell Living Trust of which the reporting person is a co-trustee.
- F9Represents 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.
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