Tesla, Inc. — Director's Dealing 2011

Nov 22, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TESLA MOTORS INC (TSLA)
CIK: 0001318605
Period of Report: 2011-11-18

Reporting Person: Gracias Antonio J. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-11-18	Common Stock	M	33333	$1.8	Acquired	1824485	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-18	Non-Qualified Stock Option (right to buy)	$1.8	M	33333	Disposed	2014-06-05	Common Stock (33333)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	46626	Direct
Common Stock	164611	Indirect
Common Stock	89678	Indirect

Footnotes

F1: On November 18, 2011, Valor Equity Partners, L.P. ("VEP I") exercised a non-qualified stock option for 33,333 shares of the issuer's common stock. VEP I is advised directly and/or indirectly by Valor Management Corp., which may be deemed to be the beneficial owner of the shares held by VEP I. The reporting person is a shareholder and director of Valor Management Corp., and may be deemed the beneficial owner of the shares held by VEP I. The reporting person disclaims beneficial ownership of any shares held directly by VEP I, except to the extent of his pecuniary interest therein.

F2: AJG Growth Fund LLC is the record and direct beneficial owner of 164,611 shares, of which the reporting person is a manager of AJG Growth Fund LLC and may be deemed to have an indirect pecuniary interest in the shares owned by AJG Growth Fund LLC.

F3: Valor Equity Management II, L.P. ("VEP II") is the record and direct beneficial owner of a total of 89,678 shares. The reporting person is a shareholder and director of Valor Management Corp. general partner of VEP II and may be deemed to have an indirect pecuniary interest in the shares owned by VEP II.

F4: 1/4th of the shares subject to the option became vested and exercisable on May 9, 2008, and 1/48th of the shares subject to the option continued to vest and become exercisable each month thereafter. The option was fully vested as of May 9, 2011. This option is held directly by VEP I.