SEC Form 4 · accession 0001408356-16-000171

SOLARCITY CORP · SCTY

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Nancy E Pfund

Director

Period of report

Nov 21, 2016

Accepted (ET)

Nov 23, 2016 · 4:25 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	D/I	Nature of ownership
Common Stock^F1,F2	Nov 21, 2016	D	119,208	—	D	I	By Trust
Common Stock^F1,F4	Nov 21, 2016	D	928,977	—	D	I	See Footnote
Common Stock^F1,F5	Nov 21, 2016	D	449,279	—	D	I	See Footnote
Common Stock^F3	holding	—	—		—	I	By Trust

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Option to Purchase Common Stock^F6	$62.51	Nov 21, 2016	D	30,000	D	—	—	Common Stock	30,000	D
Option to Purchase Common Stock^F6	$62.51	Nov 21, 2016	D	3,500	D	—	—	Common Stock	3,500	D
Option to Purchase Common Stock^F6	$62.51	Nov 21, 2016	D	3,000	D	—	—	Common Stock	3,000	D
Option to Purchase Common Stock^F6	$62.51	Nov 21, 2016	D	3,000	D	—	—	Common Stock	3,000	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.
F2These shares are owned directly by The Pfund Polakoff Family Trust dtd 2/18/1993.
F3These shares are owned directly by The Pfund Polakoff 2014 CRUT u/a/d 11/07/14.
F4These shares are owned directly by DBL Equity Fund-BAEF II, L.P.
F5These shares are owned directly by Bay Area Equity Fund I, L.P.
F6Outstanding 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").