Tesla, Inc. — Director's Dealing 2013

Nov 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TESLA MOTORS INC (TSLA)
CIK: 0001318605
Period of Report: 2013-11-13

Reporting Person: Jurvetson Stephen T (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-13	Common Stock	M	33333.0	$6.63	Acquired	33333	Direct
2013-11-13	Common Stock	M	16666.0	$30.08	Acquired	49999	Direct
2013-11-13	Common Stock	M	6944.0	$29.66	Acquired	56943	Direct
2013-11-13	Common Stock	M	5333.0	$29.66	Acquired	62276	Direct
2013-11-13	Common Stock	M	16666.0	$28.43	Acquired	78942	Direct
2013-11-13	Common Stock	S	77942.0	$140.311	Disposed	1000	Direct
2013-11-13	Common Stock	S	1000.0	$141.106	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-13	Non-Qualified Stock Option (right to buy)	$6.63	M	33333.0	Disposed	2016-12-03	Common Stock (33333)	Direct
2013-11-13	Non-Qualified Stock Option (right to buy)	$28.43	M	16666.0	Disposed	2021-06-13	Common Stock (16666)	Direct
2013-11-13	Non-Qualified Stock Option (right to buy)	$29.66	M	6944.0	Disposed	2019-06-12	Common Stock (6944)	Direct
2013-11-13	Non-Qualified Stock Option (right to buy)	$29.66	M	5333.0	Disposed	2019-06-12	Common Stock (5333)	Direct
2013-11-13	Non-Qualified Stock Option (right to buy)	$30.08	M	16666.0	Disposed	2019-06-08	Common Stock (16666)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	16776	Indirect
Common Stock	373	Indirect
Common Stock	43497	Indirect

Footnotes

F1: The reporting person held the option as a nominee of Draper Fisher Jurvetson Fund VIII Partners, L.P and, at the direction of Draper Fisher Jurvetson Fund VIII Partners, L.P, exercised the option and sold the shares of common stock received upon such exercise, with the proceeds from such sale going to Draper Fisher Jurvetson Fund VIII Partners, L.P. in accordance with its partnership agreement.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $140.03 to $140.97, 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 $141.05 to $141.18, 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: These shares are owned directly by Draper Fisher Jurvetson Fund VIII, L.P.

F5: These shares are owned directly by Draper Fisher Jurvetson Fund VIII Partners, L.P.

F6: These shares are held directly by the Steve and Karla Jurvetson Living Trust dated August 27, 2002.

F7: 1/4th of the shares subject to the option first become vested and exercisable on the date listed and 1/48th of the shares subject to the option shall become vested and exercisable each month thereafter.

F8: On November 8, 2013, the option, which has been previously reported on a Form 4 filed with the Securities and Exchange Commission on June 15, 2011, was transferred to the reporting person from Draper Fisher Jurvetson Fund VIII Management Company, LLC with no change to the reporting person's pecuniary interest in such options.

F9: 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.

F10: 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.

F11: 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.