Tesla, Inc. — Director's Dealing 2010

Jun 25, 2010

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: TESLA MOTORS INC (TSLA)
CIK: 0001318605
Period of Report: 2010-06-28

Reporting Person: Gracias Antonio J. (Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Preferred Stock	$		Common Stock (2702702)		Indirect
Series C Preferred Stock	$		Common Stock (1057268)		Indirect
Series D Preferred Stock	$		Common Stock (1229363)		Indirect
Series E Preferred Stock	$		Common Stock (9614808)		Indirect
Right to Buy (Common Stock)	$1.80	2014-06-05	Common Stock (33333)		Indirect
Right to Buy (Common Stock)	$9.96	2017-03-03	Common Stock (16666)		Indirect

Footnotes

F1: Each share of the Issuer's Series B preferred stock, Series D preferred stock and Series E preferred stock will automatically convert into .333333 of a share of common stock upon the closing the Issuer's initial public offering, and has no expiration date.

F2: These shares are owned directly by Valor Equity Partners, L.P. ("VEP I").

F3: Each share of the Issuer's Series C preferred stock will automatically convert into .350013 of a share of common stock upon the closing the Issuer's initial public offering, and has no expiration date.

F4: 881,057 of these shares are owned directly by VEP I and 176,211 shares are owned directly by Valor VC LLC ("VC").

F5: These shares are owned directly by VEP I.

F6: 8,270,643 shares are owned directly by VEP Tesla Holdings LLC ("VEP"), 1,120,138 shares are owned directly by VEP I and 224,027 shares are owned directly by VC.

F7: 1/4th of the shares subject to the option became vested and exercisable on May 9, 2008 and 1/48th of the shares subject to the option shall become vested and exercisable each month thereafter. The option is held directly by VEP I.

F8: 100% of the shares subject to the option will become vested and exercisable on March 13, 2011. The option is held directly by Valor Management Corp.

F9: VEP and VEP I are advised directly and/or indirectly by Valor Management Corp. which may be deemed to be the beneficial owners of the shares held directly by VEP and VEP I. Valor Management Corp. disclaims beneficial ownership of any shares held directly by VEP and VEP I. The reporting person is a shareholder and director of Valor Management Corp. and a managing member of VC, and may be deemed the beneficial owner of the shares directly held by VEP, VEP I and VC and options directly held by Valor Management Corp. The reporting person disclaims beneficial ownership of any shares held directly by VEP, VEP I and VC and options directly held by Valor Management Corp., except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficiary owner of such securities for Section 16 or any other purpose.