Tesla, Inc. — Director's Dealing 2016

Nov 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TESLA MOTORS INC (TSLA)
CIK: 0001318605
Period of Report: 2016-11-21

Reporting Person: Jurvetson Stephen T (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-21	Common Stock	A	56	$0.0	Acquired	56	Indirect
2016-11-21	Common Stock	A	35	$0.0	Acquired	35	Indirect
2016-11-21	Common Stock	A	90941	$0.0	Acquired	90941	Indirect
2016-11-21	Common Stock	A	28692	$0.0	Acquired	28692	Indirect
2016-11-21	Common Stock	A	2464	$0.0	Acquired	2464	Indirect
2016-11-21	Common Stock	A	14975	$0.0	Acquired	14975	Indirect
2016-11-21	Common Stock	A	876	$0.0	Acquired	876	Indirect
2016-11-21	Common Stock	A	46759	$0.0	Acquired	97073	Indirect

Footnotes

F1: The transactions reported on this Form 4 are exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-3 promulgated under the Exchange Act.

F2: Received in exchange for 518 shares of SolarCity Corporation's common stock in connection with the acquisition of SolarCity by Tesla Motors, Inc. (the "Merger"). In accordance with the terms of the Merger, each share of SolarCity common stock was converted into the right to receive 0.110 shares of Tesla common stock, with cash paid in lieu of fractional shares. At the effective time of the Merger, the last traded price of SolarCity's common stock was $20.34 per share, and the last traded price of Tesla's common stock was $185.02 per share.

F3: These shares are owned directly by Draper Fisher Jurvetson Fund IX Partners, L.P. The reporting person is one of several managing directors of the general partner entities of these funds that directly hold shares and as such the reporting person may
be deemed to have voting and investment power with respect to such shares. The reporting person disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein.

F4: Received in exchange for 319 shares of SolarCity Corporation's common stock in connection with the acquisition of SolarCity by Tesla Motors, Inc. (the "Merger"). In accordance with the terms of the Merger, each share of SolarCity common stock was converted into the right to receive 0.110 shares of Tesla common stock, with cash paid in lieu of fractional shares. At the effective time of the Merger, the last traded price of SolarCity's common stock was $20.34 per share, and the last traded price of Tesla's common stock was $185.02 per share.

F5: These shares are owned directly by Draper Fisher Jurvetson Fund X Partners, L.P. The reporting person is one of several managing directors of the general partner entities of these funds that directly hold shares and as such the reporting person may
be deemed to have voting and investment power with respect to such shares. The reporting person disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein.

F6: Received in exchange for 826,745 shares of SolarCity Corporation's common stock in connection with the Merger. In accordance with the terms of the Merger, each share of SolarCity common stock was converted into the right to receive 0.110 shares of Tesla common stock, with cash paid in lieu of fractional shares. At the effective time of the Merger, the last traded price of SolarCity's common stock was $20.34 per share, and the last traded price of Tesla's common stock was $185.02 per share.

F7: These shares are owned directly by Draper Fisher Jurvetson Fund IX, L.P. The reporting person is one of several managing directors of the general partner entities of these funds that directly hold shares and as such the reporting person may
be deemed to have voting and investment power with respect to such shares. The reporting person disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein.

F8: Received in exchange for 260,838 shares of SolarCity Corporation's common stock in connection with the Merger. In accordance with the terms of the Merger, each share of SolarCity common stock was converted into the right to receive 0.110 shares of Tesla common stock, with cash paid in lieu of fractional shares. At the effective time of the Merger, the last traded price of SolarCity's common stock was $20.34 per share, and the last traded price of Tesla's common stock was $185.02 per share.

F9: These shares are owned directly by Draper Fisher Jurvetson Fund X, L.P.The reporting person is one of several managing directors of the general partner entities of these funds that directly hold shares and as such the reporting person may
be deemed to have voting and investment power with respect to such shares. The reporting person disclaims beneficial ownership with respect to such shares except tothe extent of his pecuniary interest therein.

F10: Received in exchange for 22,403 shares of SolarCity Corporation's common stock in connection with the Merger. In accordance with the terms of the Merger, each share of SolarCity common stock was converted into the right to receive 0.110 shares of Tesla common stock, with cash paid in lieu of fractional shares. At the effective time of the Merger, the last traded price of SolarCity's common stock was $20.34 per share, and the last traded price of Tesla's common stock was $185.02 per share.

F11: These shares are owned directly by Draper Fisher Jurvetson Partners IX, LLC. The reporting person is one of several managing directors of the general partner entities of these funds that directly hold shares and as such the reporting person may
be deemed to have voting and investment power with respect to such shares. The reporting person disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein.

F12: Received in exchange for 136,138 shares of SolarCity Corporation's common stock in connection with the Merger. In accordance with the terms of the Merger, each share of SolarCity common stock was converted into the right to receive 0.110 shares of Tesla common stock, with cash paid in lieu of fractional shares. At the effective time of the Merger, the last traded price of SolarCity's common stock was $20.34 per share, and the last traded price of Tesla's common stock was $185.02 per share.

F13: These shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006, LLC. The reporting person is one of several managing directors of the general partner entities of these funds that directly hold shares and as such the reporting person may
be deemed to have voting and investment power with respect to such shares. The reporting person disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein.

F14: Received in exchange for 7,970 shares of SolarCity Corporation's common stock in connection with the Merger. In accordance with the terms of the Merger, each share of SolarCity common stock was converted into the right to receive 0.110 shares of Tesla common stock, with cash paid in lieu of fractional shares. At the effective time of the Merger, the last traded price of SolarCity's common stock was $20.34 per share, and the last traded price of Tesla's common stock was $185.02 per share.

F15: These shares are owned directly by Draper Fisher Jurvetson Partners X, LLC. The reporting person is one of several managing directors of the general partner entities of these funds that directly hold shares and as such the reporting person may
be deemed to have voting and investment power with respect to such shares. The reporting person disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein.

F16: Received in exchange for 425,088 shares of SolarCity Corporation's common stock in connection with the Merger. In accordance with the terms of the Merger, each share of SolarCity common stock was converted into the right to receive 0.110 shares of Tesla common stock, with cash paid in lieu of fractional shares. At the effective time of the Merger, the last traded price of SolarCity's common stock was $20.34 per share, and the last traded price of Tesla's common stock was $185.02 per share.

F17: These shares are held directly by the Steve and Karla Jurvetson Living Trust dated August 27, 2002.