Tesla, Inc. — Director's Dealing 2013

Aug 29, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TESLA MOTORS INC (TSLA)
CIK: 0001318605
Period of Report: 2013-08-28

Reporting Person: Ehrenpreis Ira Matthew (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-28	Common Stock	M	16666	$28.43	Acquired	66665	Indirect
2013-08-28	Common Stock	M	16666	$30.08	Acquired	83331	Indirect
2013-08-28	Common Stock	M	12109	$29.66	Acquired	95440	Indirect
2013-08-28	Common Stock	J	15611	$0.00	Disposed	79829	Indirect
2013-08-29	Common Stock	S	16436	$163.10	Disposed	63393	Indirect
2013-08-29	Common Stock	S	36136	$164.18	Disposed	27257	Indirect
2013-08-29	Common Stock	S	7480	$164.77	Disposed	19777	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-08-28	Non-Qualified Stock Option (right to buy)	$28.43	M	16666	Disposed	2018-06-12	Common Stock (16666)	Indirect
2013-08-28	Non-Qualified Stock Option (right to buy)	$30.08	M	16666	Disposed	2019-06-08	Common Stock (16666)	Indirect
2013-08-28	Non-Qualified Stock Option (right to buy)	$29.66	M	2777	Disposed	2019-06-12	Common Stock (2777)	Indirect
2013-08-28	Non-Qualified Stock Option (right to buy)	$29.66	M	2333	Disposed	2019-06-12	Common Stock (2333)	Indirect
2013-08-28	Non-Qualified Stock Option (right to buy)	$29.66	M	1166	Disposed	2019-06-12	Common Stock (1166)	Indirect
2013-08-28	Non-Qualified Stock Option (right to buy)	$29.66	M	3500	Disposed	2019-06-12	Common Stock (3500)	Indirect
2013-08-28	Non-Qualified Stock Option (right to buy)	$29.66	M	2333	Disposed	2019-06-12	Common Stock (2333)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5884	Direct

Footnotes

F1: The Reporting Person held the option as nominee of TP Management VIII, LLC and, at the direction of TP Management VIII, LLC, exercised the option and delivered the shares of Common Stock received upon such exercise to TP Management VIII, LLC.

F2: 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.

F3: Represents a distribution in kind to by TP Management VIII, LLC to certain of its members. The Reporting Person did not receive any shares in such distribution.

F4: Represents weighted average sales price. The shares were sold at prices ranging from $162.60 to $163.60. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F5: Represents weighted average sales price. The shares were sold at prices ranging from $163.64 to $164.64. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F6: Represents weighted average sales price. The shares were sold at prices ranging from $164.65 to $165.00. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F7: Fully vested.

F8: The Reporting Person holds the option as nominee of TP Management VIII, LLC and, at the direction of TP Management VIII, LLC, exercised the option and delivered the shares of Common Stock received upon such exercise to TP Management VIII, LLC.

F9: 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.

F10: 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.