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: Musk Elon (Director, Pres,Prod Architect & Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-07-02	Common Stock	C	20655342	—	Acquired	23322008	Indirect
2010-07-02	Common Stock	C	3700575	—	Acquired	27022583	Indirect
2010-07-02	Common Stock	X	113908	—	Acquired	27136491	Indirect
2010-07-02	Common Stock	F	21728	$17.00	Disposed	27114763	Indirect
2010-07-02	Common Stock	S	1415167	$17.00	Disposed	25699596	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-07-02	Series A Preferred Stock	$	C	4880343	Disposed		Common Stock (1626781)	Indirect
2010-07-02	Series B Preferred Stock	$	C	12162167	Disposed		Common Stock (4054053)	Indirect
2010-07-02	Series C Preferred Stock	$	C	10572687	Disposed		Common Stock (3700575)	Indirect
2010-07-02	Series D Preferred Stock	$	C	4097877	Disposed		Common Stock (1365959)	Indirect
2010-07-02	Series E Preferred Stock	$	C	40825647	Disposed		Common Stock (13608549)	Indirect
2010-07-02	Series C Warrants (right to buy)	$	X	325441	Disposed		Common Stock (113908)	Indirect

Footnotes

F1: Each share of the Issuer's Series A preferred stock, Series B preferred stock, 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: 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.

F3: The warrant was automatically net exercised by the reporting person on the effective date of Issuer's initial public offering.