Tesla, Inc. — Director's Dealing 2010

Jul 2, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TESLA MOTORS INC (TSLA)
CIK: 0001318605
Period of Report: 2010-07-02

Reporting Person: Jurvetson Stephen T (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-07-02	Common Stock	C	154151	—	Acquired	154151	Indirect
2010-07-02	Common Stock	C	775292	—	Acquired	775292	Indirect
2010-07-02	Common Stock	C	62680	—	Acquired	62680	Indirect
2010-07-02	Common Stock	C	38537	—	Acquired	38537	Indirect
2010-07-02	Common Stock	C	1734208	—	Acquired	1734208	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-07-02	Series C Preferred Stock	$	C	2233480	Disposed		Common Stock (781745)	Indirect
2010-07-02	Series D Preferred Stock	$	C	473918	Disposed		Common Stock (157972)	Indirect
2010-07-02	Series E Preferred Stock	$	C	5475457	Disposed		Common Stock (1825151)	Indirect

Footnotes

F1: Each share of the Issuer's Series C preferred stock automatically converted into .350013 of a share of common stock upon the closing the Issuer's initial public offering, and has no expiration date.

F2: Each share of the Issuer's Series E preferred stock and Series D Preferred Stock automatically converted to .333333 of a share common stock upon the closing of the Issuer's initial public offering and has no expiration date.

F3: These shares are owned directly by Draper Associates, L.P.

F4: These shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006, L.P.

F5: These shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006, LLC

F6: These shares are owned directly by Draper Fisher Jurvetson Partners VIII, LLC

F7: These shares are owned directly by Draper Fisher Jurvetson Fund VIII, L.P.

F8: 62,539 of these shares are owned directly by Draper Associates, L.P., 15,635 shares are owned directly by Draper Fisher Jurvetson Partners VIII, LLC and 703,571 shares are owned directly by Draper Fisher Jurvetson Fund VIII, L.P.

F9: 12,638 shares are owned directly by Draper Associates, L.P., 3,159 shares are owned directly by Draper Fisher Jurvetson Partners VIII, LLC and 142,175 shares are owned directly by Draper Fisher Jurvetson Fund VIII, L.P.

F10: 78,974 shares are owned directly by Draper Associates, L.P., 775,292 shares are owned directly by Draper Fisher Jurvetson Partners Growth Fund 2006, L.P., 62,680 shares are owned directly by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC, 19,743 shares are owned directly by Draper Fisher Jurvetson Partners VIII, LLC and 888,462 shares are owned directly by Draper Fisher Jurvetson Fund VIII, L.P.

F11: The reporting person is a managing director of the general partner of the Draper Fisher Jurvetson Fund VIII, L.P., a managing member of Draper Fisher Jurveston Partners VIII, LLC and a managing member of the general partner of the Draper Fisher Jurvetson Partners Growth Fund 2006, LLC, and disclaims beneficial ownership of these shares, 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.