Tesla, Inc. — Director's Dealing 2017

Jan 27, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TESLA MOTORS INC (TSLA)
CIK: 0001318605
Period of Report: 2017-01-25

Reporting Person: Gracias Antonio J. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-25	Common Stock	M	5600	$9.96	Acquired	5600	Direct
2017-01-25	Common Stock	S	1801	$252.816	Disposed	3799	Direct
2017-01-25	Common Stock	S	1500	$253.971	Disposed	2299	Direct
2017-01-25	Common Stock	S	799	$254.63	Disposed	1500	Direct
2017-01-25	Common Stock	S	700	$256.16	Disposed	800	Direct
2017-01-25	Common Stock	S	800	$256.77	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-25	Non-Qualified Stock Option (right to buy)	$9.96	M	5600	Disposed	2017-03-02	Common Stock (5600)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	225506	Indirect
Common Stock	50886	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 December 1, 2016.

F2: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $252.27 to $253.16, 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: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $253.34 to $254.26, 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.

F4: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $254.44 to $255.07, 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 $255.51 to $257.20, 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 $256.63 to $257.20, 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 reporting person indirectly beneficially owns a total of 225,506 shares owned through AJG Growth Fund LLC ("AJG Growth Fund").

F8: The reporting person indirectly beneficially owns a total of 50,886 shares owned through Valor Equity Management II, LP ("VEP II").