SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

MITCHELL DANIEL JARRETT

(Last)

(First)

(Middle)

C/O SOLAR3D, INC.

26 WEST MISSION AVENUE #8

(Street)

SANTA BARBARA

93101

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/02/2015

3. Issuer Name and Ticker or Trading Symbol
SOLAR3D, INC. [ SLTD ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO of MD Energy, subsidiary

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	24,000⁽¹⁾	I	See footnote⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant to Purchase Common Stock	03/09/2015	03/09/2020	Common Stock	24,000⁽¹⁾	$4.15⁽¹⁾	I	See footnote⁽²⁾
Convertible Promissory Note	11/30/2015	02/28/2020	Common Stock	1,019,231⁽³⁾	$2.6	I	See footnote⁽²⁾

Explanation of Responses:

1. Such shares of the Issuer's common stock and warrants to purchase shares of the issuer's common stock were purchased in units ("Units") each of which consisted of (i) one share of the Issuer's common stock, and (ii) one warrant to purchase one share of the Issuer's common stock at an exercise price of $4.15. Reporting Person purchased 24,000 Units at a purchase price of $4.15 per Unit.

2. Such securities are owned by MD Energy, LLC ("MD Energy"), of which Daniel Mitchell is the Managing Member and thus hold voting and dispositive power over securities held by MD Energy.

3. Represents shares underlying a convertible promissory note (the "Note") issued by the Issuer to the Reporting Person in the principal amount of $2,650,000 which is convertible at a conversion price of $2.60. One-third of such Note shall become convertible on each of: (i) November 30, 2015, (ii) November 30, 2016, and (iii) November 30, 2017.

	/s/ Daniel J. Mitchell	03/13/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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