Tesla, Inc. — Director's Dealing 2012

Mar 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TESLA MOTORS INC (TSLA)
CIK: 0001318605
Period of Report: 2012-03-09

Reporting Person: WHITAKER ERIC S (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-09	Common Stock	M	4670	$24.98	Acquired	4670	Direct
2012-03-09	Common Stock	S	4670	$35.027	Disposed	0	Direct
2012-03-09	Common Stock	M	48857	$24.98	Acquired	48857	Direct
2012-03-09	Common Stock	S	48857	$34.988	Disposed	0	Direct
2012-03-12	Common Stock	M	3139	$24.98	Acquired	3139	Direct
2012-03-12	Common Stock	S	3139	$34.98	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-09	Incentive Stock Option (right to buy)	$24.98	M	4670	Disposed	2020-11-08	Common Stock (4670)	Direct
2012-03-09	Non-Qualified Stock Option (right to buy)	$24.98	M	48857	Disposed	2020-11-08	Common Stock (48857)	Direct
2012-03-12	Non-Qualified Stock Option (right to buy)	$24.98	M	3139	Disposed	2020-11-08	Common Stock (3139)	Direct

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 7, 2011.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.02 to $35.05, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.98 to $35.02, 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.

F4: 1/4th of the shares subject to the option become vested and exercisable one year from hire date and 1/48th of the shares subject to the option shall become vested and exercisable each month thereafter.