Tesla, Inc. — Director's Dealing 2014

Jun 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TESLA MOTORS INC (TSLA)
CIK: 0001318605
Period of Report: 2014-05-29

Reporting Person: Gracias Antonio J. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-29	Common Stock	S	800.0	$208.77	Disposed	230867	Indirect
2014-05-29	Common Stock	S	2751.0	$209.36	Disposed	228116	Indirect
2014-05-29	Common Stock	S	2149.0	$210.51	Disposed	225967	Indirect
2014-05-29	Common Stock	S	1000.0	$211.18	Disposed	224967	Indirect
2014-05-30	Common Stock	S	900.0	$207.72	Disposed	224067	Indirect
2014-05-30	Common Stock	S	2300.0	$208.5	Disposed	221767	Indirect
2014-05-30	Common Stock	S	400.0	$209.28	Disposed	221367	Indirect
2014-05-30	Common Stock	S	600.0	$211.21	Disposed	220767	Indirect
2014-05-30	Common Stock	S	1400.0	$212.31	Disposed	219367	Indirect
2014-05-30	Common Stock	S	900.0	$213.07	Disposed	218467	Indirect
2014-05-30	Common Stock	S	200.0	$214.12	Disposed	218267	Indirect
2014-05-29	Common Stock	S	1600.0	$209.14	Disposed	9747	Indirect
2014-05-29	Common Stock	S	1000.0	$210.3	Disposed	8747	Indirect
2014-05-29	Common Stock	S	700.0	$210.97	Disposed	8047	Indirect
2014-05-30	Common Stock	S	1400.0	$208.21	Disposed	6647	Indirect
2014-05-30	Common Stock	S	400.0	$208.9	Disposed	6247	Indirect
2014-05-30	Common Stock	S	600.0	$211.81	Disposed	5647	Indirect
2014-05-30	Common Stock	S	800.0	$212.81	Disposed	4847	Indirect
2014-05-30	Common Stock	S	100.0	$214.2	Disposed	4747	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 $208.00 to $208.99, 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 $209.00 to $209.98, 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 $210.00 to $210.94, 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 $211.01 to $211.50, 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.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $207.02 to $208.00, 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 $208.10 to $209.04, 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 $209.165 to $209.43, 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 $210.60 to $211.58, 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 $211.78 to $212.77, 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 $212.80 to $213.645, 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 $214.02 to $214.22, 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 $208.70 to $209.47, 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 $209.71 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.

F15: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $210.75 to $211.32, 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 $207.75 to $208.74, 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 $208.845 to $209.01, 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 $211.23 to $212.19, 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 $212.33 to $213.23, 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 reporting person indirectly beneficially owns a total of 46,633 shares owned through Valor Equity Management II, LP ("VEP II").