Tesla, Inc. — Director's Dealing 2014

Aug 20, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TESLA MOTORS INC (TSLA)
CIK: 0001318605
Period of Report: 2014-08-18

Reporting Person: DENHOLM ROBYN M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-18	Non-Qualified Stock Option (right to buy)	$259.94	A	33333.0	Acquired	2021-08-18	Common Stock (33333)	Direct
2014-08-18	Non-Qualified Stock Option (right to buy)	$259.94	A	12000.0	Acquired	2021-08-18	Common Stock (12000)	Direct
2014-08-18	Non-Qualified Stock Option (right to buy)	$259.94	A	12000.0	Acquired	2021-08-18	Common Stock (12000)	Direct
2014-08-18	Non-Qualified Stock Option (right to buy)	$259.94	A	9000.0	Acquired	2021-08-18	Common Stock (9000)	Direct
2014-08-18	Non-Qualified Stock Option (right to buy)	$259.94	A	6000.0	Acquired	2021-08-18	Common Stock (6000)	Direct

Footnotes

F1: Award will vest and become exercisable over a four (4) year period, with twenty-five (25%) of the shares subject to the award vesting August 18, 2015 and 1/48 of the shares subject to the award vesting on the same day of each month for the next three years. Pursuant to the issuer's Outside Director Compensation Policy, this equity award was granted to the reporting person in connection with her appointment to the issuer's Board of Directors.

F2: 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. Pursuant to the issuer's Outside Director Compensation Policy, these equity awards were granted to the reporting person in connection with her service on the committees of the issuer's Board of Directors.