Tesla, Inc. — Director's Dealing 2011

Nov 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TESLA MOTORS INC (TSLA)
CIK: 0001318605
Period of Report: 2011-11-23

Reporting Person: Passin Gilbert (VP- Manufacturing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-23	Common Stock	M	10000	$9.96	Acquired	10200	Direct
2011-11-23	Common Stock	S	10000	$31.491	Disposed	200	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-23	Non-Qualified Stock Option (right to buy)	$9.96	M	10000	Disposed	2017-03-02	Common Stock (10000)	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 $31.49 to $31.515, 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: 1/4th of the shares subject to the option became vested and exercisable on January 25, 2011 and 1/48th of the shares subject to the option shall vest and become exercisable each month thereafter.