Tesla, Inc. — Director's Dealing 2013

Mar 18, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TESLA MOTORS INC (TSLA)
CIK: 0001318605
Period of Report: 2013-03-15

Reporting Person: Ehrenpreis Ira Matthew (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-15	Common Stock	J	2438	—	Acquired	5884	Direct
2013-03-15	Common Stock	J	800000	—	Disposed	793290	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-15	Non-Qualified Stock Option (right to buy)	$29.66	J	33334	Disposed	2019-06-12	Common Stock (33334)	Direct
2013-03-15	Non-Qualified Stock Option (right to buy)	$29.66	J	24000	Disposed	2019-06-12	Common Stock (24000)	Direct
2013-03-15	Non-Qualified Stock Option (right to buy)	$30.08	J	16666	Disposed	2019-06-08	Common Stock (16666)	Direct
2013-03-15	Non-Qualified Stock Option (right to buy)	$29.66	J	33334	Acquired	2019-06-12	Common Stock (33334)	Indirect
2013-03-15	Non-Qualified Stock Option (right to buy)	$29.66	J	24000	Acquired	2019-06-12	Common Stock (24000)	Indirect
2013-03-15	Non-Qualified Stock Option (right to buy)	$30.08	J	16666	Acquired	2019-06-08	Common Stock (16666)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	49999	Indirect

Footnotes

F1: These shares were received by the reporting person as part of a pro-rata distribution effected by Technology Partners Fund, VIII, L.P.

F2: Shares transferred as part of a pro-rata distribution effected by Technology Partners Fund, VIII, L.P. to certain individuals, effected on March 15, 2013.

F3: These shares are owned directly by Technology Partners Fund VIII, L.P. The reporting person is a managing member of the general partner of such entity, and disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficiary owner of such securities for Section 16 or any other purpose.

F4: 1/24th of the shares granted shall become vested and exercisable as of each monthly anniversary beginning on June 8, 2013, such that all shares subject to the Option shall be fully vested and exercisable by June 8, 2015.

F5: 1/36th of the shares granted shall become vested and exercisable as of each monthly anniversary of the date of grant, such that all shares subject to the option shall be fully vested and exercisable by the third anniversary of the grant date. This option was automatically granted pursuant to the Company's Outside Director Compensation Policy.

F6: 100% of the shares subject to the option shall vest and become exercisable on the earlier of the first anniversary date of the grant or the day prior to the date of the next annual meeting of the stockholders of the Company following date of grant.

F7: The option is held by TP Management VIII, LLC. The reporting person is a managing member of the general partner of such entity, and disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficiary owner of such securities for Section 16 or any other purpose.