Tesla, Inc. — Director's Dealing 2016

May 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TESLA MOTORS INC (TSLA)
CIK: 0001318605
Period of Report: 2016-05-19

Reporting Person: Musk Elon (Director, CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-19	Common Stock	M	2147986.0	$6.63	Acquired	31727328	Indirect
2016-05-19	Common Stock	M	3355986.0	$6.63	Acquired	35083314	Indirect
2016-05-19	Common Stock	G	1200000.0	$0.0	Disposed	33883314	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-19	Non-Qualified Stock Option (right to buy)	$6.63	M	2147986.0	Disposed	2016-12-03	Common Stock (2147986)	Direct
2016-05-19	Non-Qualified Stock Option (right to buy)	$6.63	M	3355986.0	Disposed	2016-12-03	Common Stock (3355986)	Direct

Footnotes

F1: The reporting person exercised stock options to purchase an aggregate of 5,503,972 shares of Tesla's common stock in a transaction exempt from Section 16(b) of the Securities Exchange Act of 1934. The reporting person intends to sell 2,782,670 of these shares in an underwritten registered offering solely in order to pay income tax related to these stock option exercises.

F2: In connection with the transactions described in footnote 1, any issuer shares that continue to be held by the reporting person will be held indirectly by the Elon Musk Revocable Trust dated July 22, 2003, for which the reporting person is a trustee.

F3: The reporting person gifted 1.2 million shares of Tesla's common stock to charity.