Tesla, Inc. — Director's Dealing 2011

Dec 9, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TESLA MOTORS INC (TSLA)
CIK: 0001318605
Period of Report: 2011-12-07

Reporting Person: Passin Gilbert (VP- Manufacturing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-07	Common Stock	M	10000	$14.17	Acquired	10200	Direct
2011-12-07	Common Stock	S	10000	$34.217	Disposed	200	Direct
2011-12-07	Common Stock	M	2000	$28.45	Acquired	2200	Direct
2011-12-07	Common Stock	S	2000	$34.217	Disposed	200	Direct
2011-12-07	Common Stock	M	1000	$28.43	Acquired	1200	Direct
2011-12-07	Common Stock	S	1000	$34.217	Disposed	200	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-07	Non-Qualified Stock Option (right to buy)	$14.17	M	10000	Disposed	2017-06-11	Common Stock (10000)	Direct
2011-12-07	Non-Qualified Stock Option (right to buy)	$28.43	M	1000	Disposed	2021-06-13	Common Stock (1000)	Direct
2011-12-07	Non-Qualified Stock Option (right to buy)	$28.45	M	2000	Disposed	2021-01-10	Common Stock (2000)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.17.to $34.34, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2: On June 12, 2010, the reporting person was granted an option to purchase 33,300 shares of common stock as reported on a Form 3 filed by the reporting person on June 25, 2010. The option vests in four equal installments based on the Issuer's satisfaction of certain performance objectives set forth in the option agreement. On January 21, 2011, the Board of Directors certified that the first performance objective has been met, resulting in vesting of the option as to 8,325 shares. On October 1, 2011, the Board of Directors certified that the second performance objective has been met, resulting in the vesting of an additional 8,325 shares.

F3: 1/48th of the shares subject to the option will vest over a period of four years on each monthly anniversary of the grant.

F4: 100% of the shares subject to the option are fully vested and exercisable as of grant date.