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: Gracias Antonio J. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-07-02	Common Stock	C	1992447	—	Acquired	1992447	Indirect
2010-07-02	Common Stock	C	136351	—	Acquired	136351	Indirect
2010-07-02	Common Stock	C	2756881	—	Acquired	2756881	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-07-02	Series B Preferred Stock	$	C	2702702	Disposed		Common Stock (900900)	Indirect
2010-07-02	Series C Preferred Stock	$	C	1057268	Disposed		Common Stock (370057)	Indirect
2010-07-02	Series D Preferred Stock	$	C	1229363	Disposed		Common Stock (409787)	Indirect
2010-07-02	Series E Preferred Stock	$	C	9614808	Disposed		Common Stock (3204935)	Indirect

Footnotes

F1: Each share of Issuer's 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 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: These shares are owned directly by Valor Equity Partners, L.P. ("VEP I").

F4: These shares are owned directly by Valor VC LLC ("VC").

F5: These shares are owned directly by VEP Tesla Holdings LLC ("VEP").

F6: VEP and VEP I are advised directly and/or indirectly by Valor Management Corp. which may be deemed to be the beneficial owners of the shares held directly by VEP and VEP I. Valor Management Corp. disclaims beneficial ownership of any shares held directly by VEP and VEP I. The reporting person is a shareholder and director of Valor Management Corp. and a managing member of VC, and may be deemed the beneficial owner of the shares held directly by VEP, VEP I and VC. The reporting person disclaims beneficial ownership of any shares held directly by VEP, VEP I and VC, 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: 308,381 of these shares are owned directly by VEP I and 61,676 shares are owned directly by VC.

F8: 2,756,881 shares are owned directly by VEP, 373,379 shares are owned directly by VEP I and 74,675 shares are owned directly by VC.