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: Jurvetson Stephen T (Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series C Preferred Stock	$		Common Stock (2233480)		Indirect
Series D Preferred Stock	$		Common Stock (473919)		Indirect
Series E Preferred Stock	$		Common Stock (5475457)		Indirect
Right to Buy (Common Stock)	$6.63	2016-12-03	Common Stock (33333)		Direct

Footnotes

F1: 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.

F2: 178,678 of these shares are owned directly by Draper Associates, L.P., 44,670 shares are owned directly by Draper Fisher Jurvetson Partners VIII, LLC and 2,010,182 shares are owned directly by Draper Fisher Jurvetson Fund VIII, L.P.

F3: Each share of the Issuer's 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.

F4: 37,941 shares are owned directly by Draper Associates, L.P., 9,478 shares are owned directly by Draper Fisher Jurvetson Partners VIII, LLC and 426,527 shares are owned directly by Draper Fisher Jurvetson Fund VIII, L.P.

F5: 236,922 shares are owned directly by Draper Associates, L.P., 2,325,878 shares are owned directly by Draper Fisher Jurvetson Partners Growth Fund 2006, L.P., 188,041 shares are owned directly by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC, 59,229 shares are owned directly by Draper Fisher Jurvetson Partners VIII, LLC and 2,665,387 shares are owned directly by Draper Fisher Jurvetson Fund VIII, L.P.

F6: 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.

F7: 1/4th of the shares subject to the option will become vested and exercisable on June 25, 2010 and 1/48th of the shares subject to the option shall become vested and exercisable each month thereafter.