Tesla, Inc. — Director's Dealing 2014

May 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TESLA MOTORS INC (TSLA)
CIK: 0001318605
Period of Report: 2014-05-15

Reporting Person: Gracias Antonio J. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-15	Common Stock	S	2500.0	$186.37	Disposed	239521	Indirect
2014-05-15	Common Stock	S	1400.0	$187.28	Disposed	238121	Indirect
2014-05-15	Common Stock	S	1600.0	$188.45	Disposed	236521	Indirect
2014-05-15	Common Stock	S	700.0	$189.25	Disposed	235821	Indirect
2014-05-15	Common Stock	S	500.0	$190.86	Disposed	235321	Indirect
2014-05-16	Common Stock	S	400.0	$188.31	Disposed	284867	Indirect
2014-05-16	Common Stock	S	2407.0	$189.49	Disposed	282460	Indirect
2014-05-16	Common Stock	S	2700.0	$190.33	Disposed	279760	Indirect
2014-05-16	Common Stock	S	1193.0	$191.56	Disposed	278567	Indirect
2014-05-15	Common Stock	S	1300.0	$186.4	Disposed	39747	Indirect
2014-05-15	Common Stock	S	600.0	$187.17	Disposed	39147	Indirect
2014-05-15	Common Stock	S	607.0	$188.32	Disposed	38540	Indirect
2014-05-15	Common Stock	S	593.0	$189.27	Disposed	37947	Indirect
2014-05-15	Common Stock	S	200.0	$190.65	Disposed	37747	Indirect
2014-05-16	Common Stock	S	700.0	$189.12	Disposed	37047	Indirect
2014-05-16	Common Stock	S	1600.0	$190.02	Disposed	35447	Indirect
2014-05-16	Common Stock	S	900.0	$191.18	Disposed	34547	Indirect
2014-05-16	Common Stock	S	100.0	$191.78	Disposed	34447	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 $185.88 to $186.87, 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: Amount of securities beneficially owned reflects an additional 49,946 shares transferred on December 10, 2012 from the Antonio J. Gracias Revocable Trust 03/21/2000 ("Trust") to the AJG Growth Fund, LLC.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.89 to $187.92, 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 $188.00 to $188.96, 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 $189.02 to $190.00, 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 $190.50 to $191.23, 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.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $188.00 to $188.53, 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 $189.00 to $189.97, 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.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.00 to $190.86, 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 $191.37 to $191.80, 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.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.00 to $186.93, 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: These securities were reported as directly held in previous filings. This Form 4 corrects this to reflect the shares as being held in trust by the Antonio J. Gracias Revocable Trust 03/21/2000.

F14: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.00 to $187.83, 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 $188.00 to $188.76, 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.

F16: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.03 to $190.00, 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. Sale Price Wtd Ave (5/15/14) D

F17: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.55 to $190.75, 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 $188.50 to $189.44, 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 $189.52 to $190.50, 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.

F20: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.605 to $191.60, 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.

F21: The reporting person indirectly beneficially owns a total of 46,633 shares owned through Valor Equity Management II, LP ("VEP II").