0000899243-16-034324.txt : 20161123
0000899243-16-034324.hdr.sgml : 20161123
20161123161858
ACCESSION NUMBER: 0000899243-16-034324
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161121
FILED AS OF DATE: 20161123
DATE AS OF CHANGE: 20161123
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SOLARCITY CORP
CENTRAL INDEX KEY: 0001408356
STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700]
IRS NUMBER: 020781046
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3055 CLEARVIEW WAY
CITY: SAN MATEO
STATE: CA
ZIP: 94402
BUSINESS PHONE: 650-638-1028
MAIL ADDRESS:
STREET 1: 3055 CLEARVIEW WAY
CITY: SAN MATEO
STATE: CA
ZIP: 94402
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Draper Associates Riskmasters Fund III, LLC
CENTRAL INDEX KEY: 0001565224
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35758
FILM NUMBER: 162016856
BUSINESS ADDRESS:
STREET 1: 2882 SAND HILL ROAD, #150
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650-233-9000
MAIL ADDRESS:
STREET 1: 2882 SAND HILL ROAD, #150
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Draper Associates Riskmasters Fund, LLC
CENTRAL INDEX KEY: 0001564069
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35758
FILM NUMBER: 162016857
BUSINESS ADDRESS:
STREET 1: 2882 SAND HILL ROAD, SUITE 150
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650-233-9000
MAIL ADDRESS:
STREET 1: 2882 SAND HILL ROAD, SUITE 150
CITY: MENLO PARK
STATE: CA
ZIP: 94025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Fisher John H N
CENTRAL INDEX KEY: 0001304934
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35758
FILM NUMBER: 162016858
MAIL ADDRESS:
STREET 1: 3 WEST PLUMERIA
CITY: SAN JOSE
STATE: CA
ZIP: 95134
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-11-21
1
0001408356
SOLARCITY CORP
SCTY
0001304934
Fisher John H N
C/O DRAPER FISHER JURVETSON
2882 SAND HILL ROAD, SUITE 150
MENLO PARK
CA
94025
1
0
0
0
0001564069
Draper Associates Riskmasters Fund, LLC
C/O DRAPER FISHER JURVETSON
2882 SAND HILL ROAD, SUITE 150
MENLO PARK
CA
94025
0
0
1
0
0001565224
Draper Associates Riskmasters Fund III, LLC
C/O DRAPER FISHER JURVETSON
2882 SAND HILL ROAD, SUITE 150
MENLO PARK
CA
94025
0
0
1
0
Common Stock
2016-11-21
2016-11-21
4
D
0
826745
D
0
I
See Footnotes
Common Stock
2016-11-21
2016-11-21
4
D
0
260838
D
0
I
See Footnotes
Common Stock
2016-11-21
2016-11-21
4
D
0
1653952
D
0
I
See Footnotes
Common Stock
2016-11-21
2016-11-21
4
D
0
7970
D
0
I
See Footnotes
Common Stock
2016-11-21
2016-11-21
4
D
0
22403
D
0
I
See Footnotes
Common Stock
2016-11-21
2016-11-21
4
D
0
136138
D
0
I
See Footnotes
Common Stock
2016-11-21
2016-11-21
4
D
0
401053
D
0
I
By Family Trust
Common Stock
2016-11-21
2016-11-21
4
D
0
399383
D
0
I
See Footnotes
Common Stock
2016-11-21
2016-11-21
4
D
0
518
D
0
I
See Footnotes
Common Stock
2016-11-21
2016-11-21
4
D
0
319
D
0
I
See Footnotes
Common Stock
2016-11-21
2016-11-21
4
D
0
24388
D
0
I
See Footnote
Common Stock
2016-11-21
2016-11-21
4
D
0
6776
D
0
I
See Footnote
Common Stock
2016-11-21
2016-11-21
4
D
0
500
D
0
I
See Footnote
Option to Purchase Common Stock
62.51
2016-11-21
2016-11-21
4
D
0
30000
0.00
D
Common Stock
30000
0
D
Option to Purchase Common Stock
62.51
2016-11-21
2016-11-21
4
D
0
3500
0.00
D
Common Stock
3500
0
D
Option to Purchase Common Stock
62.51
2016-11-21
2016-11-21
4
D
0
5000
0.00
D
Common Stock
5000
0
D
Option to Purchase Common Stock
62.51
2016-11-21
2016-11-21
4
D
0
1000
0.00
D
Common Stock
1000
0
D
Outstanding 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.
These shares are owned directly by Draper Fisher Jurvetson Fund IX, L.P.
These shares are owned directly by Draper Fisher Jurvetson Fund X, L.P.
These shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006, L.P.
These shares are owned directly by Draper Fisher Jurvetson Partners X, LLC.
These shares are owned directly by Draper Fisher Jurvetson Partners IX, LLC.
These shares are owned directly by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC.
These shares are owned directly by the J. Fisher and J Caldwell Living Trust of which the reporting person is a co-trustee.
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.
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.
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.
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.
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.
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.
These shares are owned directly by Draper Fisher Jurvetson Fund IX Partners, L.P.
These shares are owned directly by Draper Fisher Jurvetson Fund X Partners, L.P.
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.
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.
These shares are owned directly by the Fisher/Caldwell 2012 Irrevocable Children's Trust U/A/D 6-12-12 of which the reporting person is a co-trustee. Mr. Fisher disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein.
These shares are held by the reporting person as custodian for a minor child.
Outstanding 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.
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").
Form 2 of 2
/s/ John H.N. Fisher
2016-11-21
/s/ Timothy C. Draper, Managing Member Draper Associates Riskmasters Fund, LLC
2016-11-21
/s/ Timothy C. Draper, Managing Member Draper Associates Riskmasters Fund III, LLC
2016-11-21