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 __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)
05/09/2014
(Street)

MENLO PARK, CA 94025
4. If Amendment, Date Original Filed(Month/Day/Year)
05/13/2014
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)
Code V Amount (A) or (D) Price
Common Stock 05/09/2014 05/09/2014 J(1)   136,920 D $ 0 0 I See Footnote (1)

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 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 Associates Riskmasters Fund, LLC
C/O DRAPER FISHER JURVETSON
2882 SAND HILL ROAD, SUITE 150
MENLO PARK, CA 94025
    X    
Draper Associates Riskmasters Fund III, LLC
C/O DRAPER FISHER JURVETSON
2882 SAND HILL ROAD, SUITE 150
MENLO PARK, CA 94025
    X    

Signatures

 /s/ Timothy C. Draper, Managing Member, Draper Associates Riskmasters Fund, LLC   07/17/2014
**Signature of Reporting Person Date

 /s/ Timothy C. Draper, Managing Member, Draper Associates Riskmasters Fund III, LLC   07/17/2014
**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) These shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P. On May 9, 2014, 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, which fund then made an in-kind distribution, without any additional consideration, to its members. This amended Form 4 is being filed to report the in-kind distribution and to correctly report the number of shares held by Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P. following such in-kind distribution.
 
Remarks:
Form 2 of 2

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