Tesla, Inc. — Director's Dealing 2014

May 29, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TESLA MOTORS INC (TSLA)
CIK: 0001318605
Period of Report: 2014-05-27

Reporting Person: Gracias Antonio J. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-27	Common Stock	S	200.0	$209.53	Disposed	244867	Indirect
2014-05-27	Common Stock	S	2600.0	$211.04	Disposed	242267	Indirect
2014-05-27	Common Stock	S	2700.0	$212.0	Disposed	239567	Indirect
2014-05-27	Common Stock	S	1100.0	$212.86	Disposed	238467	Indirect
2014-05-27	Common Stock	S	100.0	$213.6	Disposed	238367	Indirect
2014-05-28	Common Stock	S	700.0	$206.12	Disposed	237667	Indirect
2014-05-28	Common Stock	S	800.0	$207.13	Disposed	236867	Indirect
2014-05-28	Common Stock	S	1600.0	$208.22	Disposed	235267	Indirect
2014-05-28	Common Stock	S	400.0	$209.33	Disposed	234867	Indirect
2014-05-28	Common Stock	S	1700.0	$210.52	Disposed	233167	Indirect
2014-05-28	Common Stock	S	1200.0	$211.34	Disposed	231967	Indirect
2014-05-28	Common Stock	S	300.0	$212.4	Disposed	231667	Indirect
2014-05-27	Common Stock	S	500.0	$210.55	Disposed	17447	Indirect
2014-05-27	Common Stock	S	1500.0	$211.43	Disposed	15947	Indirect
2014-05-27	Common Stock	S	1100.0	$212.3	Disposed	14847	Indirect
2014-05-27	Common Stock	S	200.0	$213.31	Disposed	14647	Indirect
2014-05-28	Common Stock	S	300.0	$205.86	Disposed	14347	Indirect
2014-05-28	Common Stock	S	300.0	$206.65	Disposed	14047	Indirect
2014-05-28	Common Stock	S	900.0	$208.16	Disposed	13147	Indirect
2014-05-28	Common Stock	S	1000.0	$210.28	Disposed	12147	Indirect
2014-05-28	Common Stock	S	600.0	$211.19	Disposed	11547	Indirect
2014-05-28	Common Stock	S	200.0	$212.25	Disposed	11347	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	46633	Indirect

Footnotes

F1: The sale transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 28, 2014.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $209.17 to $209.89, 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 $210.50 to $211.49, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $211.50 to $212.38, 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.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.56 to $213.26, 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.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $205.59 to $206.56, 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.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $206.72 to $207.66, 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.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $207.80 to $208.68, 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.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $208.80 to $209.76, 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.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $209.85 to $210.80, 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.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.95 to $211.91, 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.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.10 to $212.60, 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.

F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $209.89 to $210.85, 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.

F14: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.91 to $211.89, 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.

F15: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $211.91 to $212.90, 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.

F16: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $213.02 to $213.60, 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.

F17: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $205.46 to $206.12, 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.

F18: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $206.50 to $206.82, 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.

F19: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $207.70 to $208.67, 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.

F20: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $209.72 to $210.67, 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.

F21: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.77 to $211.56, 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.

F22: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $212.00 to $212.50, 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.

F23: The reporting person indirectly beneficially owns a total of 46,633 shares owned through Valor Equity Management II, LP ("VEP II").