Edgar Filing: DRAPER FISHER JURVETION PARTNERS GROWTH FUND 2006 LLC

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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(Print or Type Responses)

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	_____ 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)
04/18/2016

(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	04/18/2016	04/18/2016	J⁽¹⁾		413,373	D	$ 0	826,745	I	See Footnotes ⁽²⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock								260,838	I	See Footnotes ⁽³⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock	04/18/2016	04/18/2016	J⁽¹⁾		280,659	D	$ 0	1,653,952	I	See Footnotes ⁽⁴⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock								7,970	I	See Footnotes ⁽⁵⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock	04/18/2016	04/18/2016	J⁽¹⁾		11,202	D	$ 0	22,403	I	See Footnotes ⁽⁶⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock	04/18/2016	04/18/2016	J⁽¹⁾		22,691	D	$ 0	136,138	I	See Footnotes ⁽⁷⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock	04/18/2016	04/18/2016	J⁽¹⁾		19,099	A	$ 0	401,053	I	By Family Trust ⁽⁸⁾ ⁽¹⁸⁾
Common Stock								399,383	I	See Footnotes ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾
Common Stock	04/18/2016	04/18/2016	J⁽¹⁾		53,634	A	$ 0	54,152	I	See Footnotes ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹³⁾ ⁽¹⁴⁾ ⁽¹⁶⁾
Common Stock	04/18/2016	04/18/2016	J⁽¹⁾		53,634	D	$ 0	518	I	See Footnotes ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹³⁾ ⁽¹⁴⁾ ⁽¹⁶⁾
Common Stock								319	I	See Footnotes ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹⁵⁾ ⁽¹⁷⁾
Common Stock								24,388	I	See Footnote ⁽¹⁹⁾
Common Stock	04/18/2016	04/18/2016	J⁽¹⁾		60,093	A	$ 0	60,093	I	See Footnotes ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹³⁾ ⁽²⁰⁾ ⁽²¹⁾
Common Stock	04/18/2016	04/18/2016	J⁽¹⁾		60,093	D	$ 0	0	I	See Footnotes ⁽¹⁰⁾ ⁽¹¹⁾ ⁽¹²⁾ ⁽¹³⁾ ⁽²⁰⁾ ⁽²¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

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
DRAPER TIMOTHY C C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025		X
Jurvetson Stephen T C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025		X
Draper Fisher Jurvetson Fund IX LP C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025		X
Draper Fisher Jurvetson Partners IX, LLC C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025		X
Draper Fisher Jurvetson Fund X, L.P. C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025		X
Draper Fisher Jurvetson Partners X, LLC C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025		X
DRAPER ASSOCIATES L P C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025		X
DRAPER FISHER JURVETSON GROWTH FUND 2006 LP C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025		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

Signatures

/s/ John H.N. Fisher		04/20/2016
^**Signature of Reporting Person		Date
/s/ Timothy C. Draper		04/20/2016
^**Signature of Reporting Person		Date
/s/ Stephen T. Jurvetson		04/20/2016
^**Signature of Reporting Person		Date
/s/ John H.N. Fisher, Managing Director, Draper Fisher Jurvetson Fund IX, L.P.		04/20/2016
^**Signature of Reporting Person		Date
/s/ John H.N. Fisher, Managing Member, Draper Fisher Jurvetson Partners IX, LLC		04/20/2016
^**Signature of Reporting Person		Date
/s/ John H.N. Fisher, Managing Director, Draper Fisher Jurvetson Fund X, L.P.		04/20/2016
^**Signature of Reporting Person		Date
/s/ John H.N. Fisher, Managing Member Draper Fisher Jurvetson Partners X, LLC		04/20/2016
^**Signature of Reporting Person		Date
/s/ Timothy C. Draper, General Partner Draper Associates, L.P.		04/20/2016
^**Signature of Reporting Person		Date
/s/ John H.N. Fisher, Director, DFJ Growth Fund 2006, Ltd., General Partner of Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P., General Partner of Draper Fisher Jurvetson Growth Fund 2006, L.P.		04/20/2016
^**Signature of Reporting Person		Date
/s/ John H.N. Fisher, Managing Member Draper Fisher Jurvetson Partners Growth Fund 2006, LLC		04/20/2016
^**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)	On April 18, 2016, this fund made an in-kind distribution, without any additional consideration to its members, of that number of shares set forth in column 4, including shares distributed to the general partner of each fund. Mr. 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.
(2)	These shares are owned directly by Draper Fisher Jurvetson Fund IX, L.P.
(3)	These shares are owned directly by Draper Fisher Jurvetson Fund X, L.P.
(4)	These shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006, L.P.
(5)	These shares are owned directly by Draper Fisher Jurvetson Partners X, LLC.
(6)	These shares are owned directly by Draper Fisher Jurvetson Partners IX, LLC.
(7)	These shares are owned directly by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC.
(8)	On April 18, 2016, received the shares set forth in column 4 in connection with the distributions described in footnote 1 above. Represents shares held by the J. Fisher and J Caldwell Living Trust of which the reporting person is a co-trustee.
(9)	Represents 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.
(10)	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.
(11)	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.
(12)	The 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.
(13)	Mr. 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.
(14)	On April 18, 2016, this fund received an in-kind distribution from Draper Fisher Jurvetson Fund IX, L.P. of that number of shares set forth in column 4. Mr. 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.
(15)	On April 18, 2016, this fund received an in-kind distribution from Draper Fisher Jurvetson Fund X, L.P. of that number of shares set forth in column 4. Mr. 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.
(16)	These shares are owned directly by Draper Fisher Jurvetson Fund IX Partners, L.P.
(17)	These shares are owned directly by Draper Fisher Jurvetson Fund X Partners, L.P.
(18)	These 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.
(19)	These 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.
(20)	These shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P.
(21)	On April 18, 2016, this fund received an in-kind distribution from Draper Fisher Jurvetson Growth Fund 2006, L.P. of that number of shares set forth in column 4. Mr. 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.
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