SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 

SOLARCITY CORPORATION

(Name of Issuer)
 

Common Stock, $0.0001 per share

(Title of Class of Securities)
 

83416T100

(CUSIP Number)
 

December 31, 2016

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 7 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP NO. 83416T100 SC 13G/A Page 2  of 7 Pages

 

 

1

NAME OF REPORTING PERSON

SRS Investment Management, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: 		5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

IA, OO

         

 

 

 

 

 

CUSIP NO. 83416T100 SC 13G/A Page 3  of 7 Pages

 

 

1

NAME OF REPORTING PERSON

Karthik R. Sarma

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: 		5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON

IN, HC

         

 

 

 

CUSIP NO. 83416T100 SC 13G/A Page 4  of 7 Pages

 

 

 

Item 1 (a). NAME OF ISSUER
  SolarCity Corporation (the " Issuer ")

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
  3055 Clearview Way, San Mateo, California 94402

 

Item 2 (a). NAME OF PERSON FILING
   
  This Statement is being filed by SRS Investment Management, LLC, a Delaware limited liability company (the " Investment Manager "), and Karthik R. Sarma, the Managing Member of the Investment Manager (" Mr. Sarma " and, together with the Investment Manager, the " Reporting Persons ").
   
  This Statement relates to the Shares (as defined herein) held for the accounts of SRS Partners US, LP, a Delaware limited partnership (the " Domestic Fund "), and SRS Partners Master Fund LP, a Cayman Islands exempted limited partnership (the " Offshore Fund "), SRS Long Opportunities Master Fund LP, a Cayman Islands exempted limited partnership (the " Long Fund " and, together with the Domestic Fund, and the Offshore Fund, the " Funds "). The Investment Manager serves as investment manager to the Funds. Mr. Sarma is the managing member and sole control person over the Investment Manager. In such capacities, Mr. Sarma and the Investment Manager may have been deemed to have voting and dispositive power with respect to the Shares held for the Funds.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
  The principal business office of each of the Reporting Persons is 1 Bryant Park, 39th Floor, New York, NY 10036.
   

 

Item 2(c). CITIZENSHIP
  The Investment Manager is a Delaware limited liability company. Mr. Sarma is a United States citizen.
   

 

Item 2(d). TITLE OF CLASS OF SECURITIES
  Common Stock, par value $0.0001 per share (the " Shares ")
   

 

Item 2(e). CUSIP NUMBER
  83416T100
   

 

 

CUSIP NO. 83416T100 SC 13G/A Page 5  of 7 Pages

 

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) x An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) x

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

 

  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: Not applicable .
   

 

Item 4. OWNERSHIP
   
Item 4(a) Amount Beneficially Owned
 

As of December 31, 2016, the Reporting Persons no longer may be deemed to beneficially owns any Shares.

 

Item 4(b) Percent of Class:
 

As of December 31, 2016, the Reporting Persons may no longer be deemed to beneficially own any Shares.

 

 

 

CUSIP NO. 83416T100 SC 13G/A Page 6  of 7 Pages

Item 4(c) Number of Shares of which such person has:
   
  Investment Manager and Mr. Sarma:
  (i) Sole power to vote or direct the vote:   0
  (ii) Shared power to vote or direct the vote:   0

    (iii) Sole power to dispose or direct the disposition of:   0  
    (iv) Shared power to dispose or direct the disposition of:   0  
       
 
  Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS  
    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ X ]  
       
  Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON  
    This Item 6 is not applicable.  
       
  Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON  
    See disclosure in Item 2 hereof.  
       
         

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
  This Item 8 is not applicable.
   

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
  This Item 9 is not applicable.
   

 

Item 10. CERTIFICATION  
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

 

CUSIP NO. 83416T100 SC 13G/A Page 7  of 7 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

   

SRS INVESTMENT

MANAGEMENT, LLC

     
    /s/ David B. Zales
    Name:  David B. Zales
    Title: General Counsel
     
     
    KARTHIK R. SARMA
     
    /s/ Karthik R. Sarma
     

 

February 14, 2017

 

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