SEC Form 4 · accession 0001408356-16-000177

SOLARCITY CORP · SCTY

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

Reporting owner

Lyndon R Rive

Officer — Chief Executive Officer · Director

Period of report

Nov 21, 2016

Accepted (ET)

Nov 23, 2016 · 4:46 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	Nov 21, 2016	D	22,800	—	D	D
Common Stock^F2,F1	Nov 21, 2016	D	2,267,008	—	D	I	By LLC
Common Stock^F3,F1	Nov 21, 2016	D	1,348	—	D	I	As Custodian

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^F4	$1.62	Nov 21, 2016	D	647,913	D	—	—	Common Stock	647,913	D
Option to Purchase Common Stock^F4	$5.07	Nov 21, 2016	D	1,000,000	D	—	—	Common Stock	1,000,000	D
Option to Purchase Common Stock^F5	$48.97	Nov 21, 2016	D	3,000,000	D	—	—	Common Stock	3,000,000	D
Zero Coupon Convertible Senior Notes due 2020^F6	$33.00	holding	—	—	—	Dec 7, 2015	Dec 1, 2020	Common Stock	—	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.
F2Since reporting person's last report, 659,574 shares previously owned directly by the reporting person were transferred to an investment company managed by the reporting person.
F3Since reporting person's last report, 1,348 shares previously owned by the reporting person were transferred to the reporting person as custodian for his minor children.
F4Outstanding 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.
F5Pursuant to its terms, this option to purchase common stock of the Issuer expired upon the closing of the Merger.
F6The Zero Coupon Convertible Senior Notes due 2020 have been adjusted to become convertible into shares of Tesla common stock.

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").