Edgar Filing: Draper Fisher Jurvetson Fund IX LP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Fisher John H N

2. Issuer Name and Ticker or Trading Symbol
SOLARCITY CORP [SCTY]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O DRAPER FISHER JURVETSON, 2882 SAND HILL ROAD, SUITE 150

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2012

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	12/18/2012	12/18/2012	C		160,396	A	⁽¹⁾	160,396	I	See Footnotes ⁽²⁾ ⁽¹⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾
Common Stock	12/18/2012	12/18/2012	C		7,561,714	A	⁽¹⁾	7,561,714	I	See Footnotes ⁽³⁾ ⁽¹⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾
Common Stock	12/18/2012	12/18/2012	C		854,188	A	⁽¹⁾	854,188	I	See Footnotes ⁽⁴⁾ ⁽¹⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾
Common Stock	12/18/2012	12/18/2012	C		177,612	A	⁽¹⁾	177,612	I	See Footnotes ⁽⁵⁾ ⁽¹⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾
Common Stock	12/18/2012	12/18/2012	C		5,381,876	A	⁽¹⁾	5,381,876	I	See Footnotes ⁽⁶⁾ ⁽¹⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾
Common Stock	12/18/2012	12/18/2012	C		204,916	A	⁽¹⁾	204,916	I	See Footnotes ⁽⁷⁾ ⁽¹⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾
Common Stock	12/18/2012	12/18/2012	C		435,110	A	⁽¹⁾	435,110	I	See Footnotes ⁽⁸⁾ ⁽¹⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾
Common Stock	12/18/2012	12/18/2012	C		26,098	A	⁽¹⁾	26,098	I	See Footnotes ⁽⁹⁾ ⁽¹⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾
Common Stock	12/18/2012	12/18/2012	P		705,750	A	$ 8	8,267,464	I	See Footnotes ⁽³⁾ ⁽¹⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾
Common Stock	12/18/2012	12/18/2012	P		450,000	A	$ 8	1,304,188	I	See Footnotes ⁽⁴⁾ ⁽¹⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾
Common Stock	12/18/2012	12/18/2012	P		231,300	A	$ 8	5,613,176	I	See Footnotes ⁽⁶⁾ ⁽¹⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾
Common Stock	12/18/2012	12/18/2012	P		19,125	A	$ 8	224,041	I	See Footnotes ⁽⁷⁾ ⁽¹⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾
Common Stock	12/18/2012	12/18/2012	P		18,700	A	$ 8	453,810	I	See Footnotes ⁽⁸⁾ ⁽¹⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾
Common Stock	12/18/2012	12/18/2012	P		13,750	A	$ 8	39,848	I	See Footnotes ⁽⁹⁾ ⁽¹⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾
Common Stock	12/18/2012	12/18/2012	P		61,375	A	$ 8	61,375	I	See Footnotes ⁽¹⁰⁾ ⁽¹⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

⁽¹⁾

12/18/2012

190,476

⁽¹⁾

Common Stock

190,476

⁽¹⁾

See Footnotes ⁽¹¹⁾ ⁽¹⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾

Series C Preferred Stock

⁽¹⁾

12/18/2012

7,495,366

⁽¹⁾

Common Stock

7,495,366

⁽¹⁾

See Footnotes ⁽¹²⁾ ⁽¹⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾

Series D Preferred Stock

⁽¹⁾

12/18/2012

2,525,094

⁽¹⁾

Common Stock

2,525,094

⁽¹⁾

See Footnotes ⁽¹³⁾ ⁽¹⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾

Series E Preferred Stock

⁽¹⁾

12/18/2012

739,370

⁽¹⁾

Common Stock

739,370

⁽¹⁾

See Footnotes ⁽¹⁴⁾ ⁽¹⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾

Series E-1 Preferred Stock

⁽¹⁾

12/18/2012

1,440,000

⁽¹⁾

Common Stock

1,440,000

⁽¹⁾

See Footnotes ⁽¹⁵⁾ ⁽¹⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾

Series F Preferred Stock

⁽¹⁾

12/18/2012

611,096

⁽¹⁾

Common Stock

611,096

⁽¹⁾

See Footnotes ⁽¹⁶⁾ ⁽¹⁷⁾ ⁽¹⁸⁾ ⁽¹⁹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Fisher John H N C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025	X	X
DRAPER TIMOTHY C C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025	X	X
Jurvetson Stephen T C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025	X	X
Draper Fisher Jurvetson Fund IX LP C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025	X	X
Draper Fisher Jurvetson Partners IX, LLC C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025	X	X
Draper Fisher Jurvetson Fund X, L.P. C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025	X	X
Draper Fisher Jurvetson Partners X, LLC C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025	X	X
DRAPER ASSOCIATES L P C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025	X	X
DRAPER FISHER JURVETSON GROWTH FUND 2006 LP C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025	X	X
DRAPER FISHER JURVETION PARTNERS GROWTH FUND 2006 LLC C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025	X	X

Signatures

/s/ John H.N. Fisher		12/18/2012
^**Signature of Reporting Person		Date
/s/ Timothy C. Draper		12/18/2012
^**Signature of Reporting Person		Date
/s/ Stephen T. Jurvetson		12/18/2012
^**Signature of Reporting Person		Date
/s/ John H.N. Fisher, Managing Director, Draper Fisher Jurvetson Fund IX, L.P.		12/18/2012
^**Signature of Reporting Person		Date
/s/ John H.N. Fisher, Managing Member, Draper Fisher Jurvetson Partners IX, LLC		12/18/2012
^**Signature of Reporting Person		Date
/s/ John H.N. Fisher, Managing Director, Draper Fisher Jurvetson Fund X, L.P.		12/18/2012
^**Signature of Reporting Person		Date
/s/ John H.N. Fisher, Managing Member, Draper Fisher Jurvetson Partners X, LLC		12/18/2012
^**Signature of Reporting Person		Date
/s/ Timothy C. Draper, General Partner, Draper Associates, L.P.		12/18/2012
^**Signature of Reporting Person		Date
/s/ John H.N. Fisher, Director, DFJ Growth Fund 2006, Ltd General Partner of Draper Fisher Jurvestson Growth Fund 2006, Partners, L.P., General Partner of Draper Fisher Jurvetson Growth Fund 2006, L.P.		12/18/2012
^**Signature of Reporting Person		Date
/s/ John H.N. Fisher, Managing Member, Draper Fisher Jurvetson Partners Growth Fund 2006, LLC		12/18/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each share of the issuer's Series A Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series E-1 Preferred Stock and Series F Preferred Stock automatically converted into one share of common stock upon the closing of the issuer's initial public offering and has no expiration date.
(2)	These shares are owned directly by Draper Associates Riskmasters Fund, LLC.
(3)	These shares are owned directly by Draper Fisher Jurvetson Fund IX, L.P.
(4)	These shares are owned directly by Draper Fisher Jurvetson Fund X, L.P.
(5)	These shares are owned directly by Draper Associates, L.P.
(6)	These shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006, L.P.
(7)	These shares are owned directly by Draper Fisher Jurvetson Partners IX, LLC
(8)	These shares are owned directly by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC.
(9)	These shares are owned directly by Draper Fisher Jurvetson Partners X, LLC.
(10)	These shares are owned directly by Draper Associates Riskmasters Fund III, LLC.
(11)	6,380 of these shares are owned directly by Draper Associates Riskmasters Fund, LLC, 179,238 of these shares are owned directly by Draper Fisher Jurvetson Fund IX, L.P., and 4,858 of these shares are held by Draper Fisher Jurvetson Partners IX, LLC.
(12)	3,526,570 of these shares are owned directly by Draper Fisher Jurvetson Fund IX, L.P., 125,548 of these shares are owned directly by Draper Associates, L.P., 3,467,356 of these shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006, L.P., 95,566 of these shares are held by Draper Fisher Jurvetson Partners IX, LLC, and 280,326 of these shares are held by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC.
(13)	68,158 of these shares are owned directly by Draper Associates Riskmasters Fund, LLC, 907,252 of these shares are owned directly by Draper Fisher Jurvetson Fund IX, L.P., 605,042 of these shares are owned directly by Draper Fisher Jurvetson Fund X, L.P., 12,880 of these shares are owned directly by Draper Associates, L.P., 822,216 of these shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006, L.P., 24,586 of these shares are held by Draper Fisher Jurvetson Partners IX, LLC, 66,474 of these shares are held by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC and 18,486 of these shares are owned directly by Draper Fisher Jurvetson Partners X, LLC.
(14)	347,874 of these shares are owned directly by Draper Fisher Jurvetson Fund IX, L.P., 12,384 of these shares are owned directly by Draper Associates, L.P., 342,034 of these shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006, L.P., 9,426 of these shares are held by Draper Fisher Jurvetson Partners IX, LLC, and 27,652 of these shares are held by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC.
(15)	752,800 of these shares are owned directly by Draper Fisher Jurvetson Fund IX, L.P., 26,800 of these shares are owned directly by Draper Associates, L.P., 592,128 of these shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006, L.P., 20,400 of these shares are held by Draper Fisher Jurvetson Partners IX, LLC, and 47,872 of these shares are held by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC.
(16)	24,754 of these shares are owned directly by Draper Associates Riskmasters Fund, LLC, 204,470 of these shares are owned directly by Draper Fisher Jurvetson Fund IX, L.P., 216,928 of these shares are owned directly by Draper Fisher Jurvetson Fund X, L.P., 141,346 of these shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006, L.P., 5,542 of these shares are held by Draper Fisher Jurvetson Partners IX, LLC, 11,428 of these shares are held by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC and 6,628 of these shares are owned directly by Draper Fisher Jurvetson Partners X, LLC.
(17)	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. (continue to footnote 18).
(18)	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.
(19)	The Managing Member of DARF and DARFIII is Timothy C. Draper. John H.N. Fisher, Barry M. Schuler and Mark W. Baily 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. Baily. These individuals disclaim beneficial ownership of these shares except to the extent of their pecuniary interest therein.
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