Tesla, Inc. — Director's Dealing 2010

Jul 6, 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: Kohler Herbert (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-07-02	Common Stock	C	7475740	—	Acquired	7475740	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-07-02	Series E Preferred Stock	$	C	19901290	Disposed		Common Stock (6633763)	Indirect
2010-07-02	Series F Preferred Stock	$	C	2525933	Disposed		Common Stock (841977)	Indirect

Footnotes

F1: Each share of the Issuer's Series E preferred stock and Series F preferred stock automatically converted to .333333 of a share of common stock upon the closing of the Issuer's initial public offering and has no expiration date.

F2: The shares are owned directly by Blackstar Investco LLC, which is 60% owned by Daimler North America Corporation and 40% owned by Aabar Blackstar Holdings GmbH. The reporting person is a vice president of Blackstar Investco 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.