Tesla, Inc. — Director's Dealing 2015

May 13, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TESLA MOTORS INC (TSLA)
CIK: 0001318605
Period of Report: 2015-05-11

Reporting Person: Guillen Jerome M (VP Service and Sales Ops)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-11	Common Stock	M	1250.0	$28.43	Acquired	3912	Direct
2015-05-11	Common Stock	M	5569.0	$30.55	Acquired	9481	Direct
2015-05-11	Common Stock	M	6431.0	$30.55	Acquired	15912	Direct
2015-05-11	Common Stock	S	13250.0	$241.111	Disposed	2662	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-11	Incentive Stock Option (right to buy)	$28.43	M	1250.0	Disposed	2021-06-13	Common Stock (1250)	Direct
2015-05-11	Incentive Stock Option (right to buy)	$30.55	M	6431.0	Disposed	2020-12-13	Common Stock (6431)	Direct
2015-05-11	Non-Qualified Stock Option (right to buy)	$30.55	M	5569.0	Disposed	2020-12-13	Common Stock (5569)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $241.07 to $241.38, 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.

F2: 1/48th of the shares subject to the option will vest on each monthly anniversary of the grant date, so that all such shares will be vested as of the fourth anniversary of the grant date.

F3: 1/4th of the shares subject to the option become vested and exercisable one year from hire date and 1/48th of the shares subject to the option shall become vested and exercisable each month thereafter.