SEC Form 4 · accession 0001408356-16-000175
SOLARCITY CORP · SCTY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Seth R Weissman
Officer — EVP, General Counsel
Period of report
Nov 21, 2016
Accepted (ET)
Nov 23, 2016 · 4:36 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 | Nov 21, 2016 | D | 61,767 | — | D | 0 | D |
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 StockF2 | $1.82 | Nov 21, 2016 | D | 7,785 | D | — | — | Common Stock | 7,785 | 0 | D |
| Option to Purchase Common StockF2 | $10.74 | Nov 21, 2016 | D | 20,000 | D | — | — | Common Stock | 20,000 | 0 | D |
| Option to Purchase Common StockF2 | $45.25 | Nov 21, 2016 | D | 100,000 | D | — | — | Common Stock | 100,000 | 0 | D |
| Option to Purchase Common StockF2 | $48.61 | Nov 21, 2016 | D | 110,000 | D | — | — | Common Stock | 110,000 | 0 | D |
| Restricted Stock Unit AwardF3,F2,F4 | $0.0001 | Nov 21, 2016 | D | 22,500 | D | — | — | Common Stock | 22,500 | 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.
- F2Outstanding 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.
- F3Represents par value of SolarCity Corporation common stock.
- F4Each RSU represented the contingent right to receive one share of common stock of the Issuer.
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").