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: Ehrenpreis Ira Matthew (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-07-02	Common Stock	C	2724290	—	Acquired	2724290	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-07-02	Series D Preferred Stock	$	C	3829481	Disposed		Common Stock (1276493)	Indirect
2010-07-02	Series E Preferred Stock	$	C	4343392	Disposed		Common Stock (1447797)	Indirect

Footnotes

F1: Each share of the Issuer's Series D preferred stock and Series E 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.

F2: These shares are owned directly by Technology Partners Fund VIII, L.P. The reporting person is a managing member of the general partner of such entity, 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.