Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] 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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Rive Lyndon R	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 __ X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer
(Last) (First) (Middle) 3055 CLEARVIEW WAY	3. Date of Earliest Transaction (MM/DD/YYYY) 11/21/2016
(Street) SAN MATEO, CA 94402 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	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	11/21/2016	11/21/2016	D		22800	D	⁽¹⁾	0	D
Common Stock	11/21/2016	11/21/2016	D		2267008 ⁽²⁾	D	⁽¹⁾	0	I	By LLC
Common Stock	11/21/2016	11/21/2016	D		1348 ⁽³⁾	D	⁽¹⁾	0	I	As Custodian

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Purchase Common Stock	$1.62	11/21/2016	11/21/2016	D			647913	⁽⁴⁾	⁽⁴⁾	Common Stock	647913	$0	0	D
Option to Purchase Common Stock	$5.07	11/21/2016	11/21/2016	D			1000000	⁽⁴⁾	⁽⁴⁾	Common Stock	1000000	$0	0	D
Option to Purchase Common Stock	$48.97	11/21/2016	11/21/2016	D			3000000	⁽⁵⁾	⁽⁵⁾	Common Stock	3000000	$0	0	D
Zero Coupon Convertible Senior Notes due 2020	$33.00							12/7/2015	12/1/2020	Common Stock	$3000000.00		0 ⁽⁶⁾	D

Explanation of Responses:
( 1)	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.
( 2)	Since reporting person's last report, 659,574 shares previously owned directly by the reporting person were transferred to an investment company managed by the reporting person.
( 3)	Since reporting person's last report, 1,348 shares previously owned by the reporting person were transferred to the reporting person as custodian for his minor children.
( 4)	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.
( 5)	Pursuant to its terms, this option to purchase common stock of the Issuer expired upon the closing of the Merger.
( 6)	The Zero Coupon Convertible Senior Notes due 2020 have been adjusted to become convertible into shares of Tesla common stock.

Remarks:
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").

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Rive Lyndon R 3055 CLEARVIEW WAY SAN MATEO, CA 94402	X		Chief Executive Officer

Signatures
/s/ Seth R. Weissman, Atty-in-fact for Lyndon R. Rive		11/23/2016
^** 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 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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.