Sec Form 3 Filing - MITCHELL DANIEL JARRETT @ SOLAR3D, INC. - 2015-03-02

FORM 3 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 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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1. Name and Address of Reporting Person MITCHELL DANIEL JARRETT 2. Issuer Name and Ticker or Trading Symbol SOLAR3D, INC. [ SLTD] 5. 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 (Last) (First) (Middle) C/O SOLAR3D, INC., 26 WEST MISSION AVENUE #8 3. Date of Earliest Transaction (MM/DD/YY) 03/02/2015 (Street) SANTA BARBARA, CA93101 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 24,000 ( 1 ) I See footnote ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Warrant to Purchase Common Stock $ 4.15 ( 1 ) 03/09/2015 03/09/2020 Common Stock 24,000 ( 1 ) I See footnote ( 2 ) Convertible Promissory Note $ 2.6 11/30/2015 02/28/2020 Common Stock 1,019,231 ( 3 ) I See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MITCHELL DANIEL JARRETT C/O SOLAR3D, INC. 26 WEST MISSION AVENUE #8 SANTA BARBARA, CA93101 CEO of MD Energy, subsidiary Signatures /s/ Daniel J. Mitchell 03/13/2015 Signature of Reporting Person Date

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.

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).

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