Tesla, Inc. — Director's Dealing 2012

Dec 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TESLA MOTORS INC (TSLA)
CIK: 0001318605
Period of Report: 2012-11-30

Reporting Person: Passin Gilbert (VP- Manufacturing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-30	Common Stock	M	600	$9.96	Acquired	1040	Direct
2012-11-30	Common Stock	S	600	$33.61	Disposed	440	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-30	Incentive Stock Option (right to buy)	$9.96	M	600	Disposed	2017-03-02	Common Stock (600)	Direct

Footnotes

F1: The stock option exercise and sale reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 15, 2011.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.57 to $33.63, 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.

F3: 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.