Edgar Filing: Jurvetson Stephen T

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Jurvetson Stephen T

2. Issuer Name and Ticker or Trading Symbol
TESLA MOTORS INC [TSLA]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

2882 SAND HILL ROAD, SUITE 150

3. Date of Earliest Transaction (Month/Day/Year)
07/02/2010

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/02/2010	07/02/2010	C		154,151	A	⁽¹⁾ ⁽²⁾	154,151	I	See Footnotes ⁽³⁾ ⁽¹¹⁾
Common Stock	07/02/2010	07/02/2010	C		775,292	A	⁽¹⁾	775,292	I	See Footnotes ⁽⁴⁾ ⁽¹¹⁾
Common Stock	07/02/2010	07/02/2010	C		62,680	A	⁽¹⁾	62,680	I	See Footnotes ⁽⁵⁾ ⁽¹¹⁾
Common Stock	07/02/2010	07/02/2010	C		38,537	A	⁽¹⁾ ⁽²⁾	38,537	I	See Footnotes ⁽⁶⁾ ⁽¹¹⁾
Common Stock	07/02/2010	07/02/2010	C		1,734,208	A	⁽¹⁾ ⁽²⁾	1,734,208	I	See Footnotes ⁽⁷⁾ ⁽¹¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series C Preferred Stock

⁽¹⁾

07/02/2010

2,233,480

⁽¹⁾

Common Stock

781,745

$ 0

See Footnotes ⁽⁸⁾ ⁽¹¹⁾

Series D Preferred Stock

⁽²⁾

07/02/2010

473,918

⁽²⁾

Common Stock

157,972

$ 0

See Footnotes ⁽⁹⁾ ⁽¹¹⁾

Series E Preferred Stock

⁽²⁾

07/02/2010

5,475,457

⁽²⁾

Common Stock

1,825,151

$ 0

See Footnotes ⁽¹⁰⁾ ⁽¹¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Jurvetson Stephen T 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025	X

Signatures

/s/ Stephen T. Jurvetson		07/02/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Each share of the Issuer's Series C preferred stock automatically converted into .350013 of a share of common stock upon the closing the Issuer's initial public offering, and has no expiration date.
(2)	Each share of the Issuer's Series E preferred stock and Series D Preferred Stock automatically converted to .333333 of a share common stock upon the closing of the Issuer's initial public offering and has no expiration date.
(3)	These shares are owned directly by Draper Associates, L.P.
(4)	These shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006, L.P.
(5)	These shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006, LLC
(6)	These shares are owned directly by Draper Fisher Jurvetson Partners VIII, LLC
(7)	These shares are owned directly by Draper Fisher Jurvetson Fund VIII, L.P.
(8)	62,539 of these shares are owned directly by Draper Associates, L.P., 15,635 shares are owned directly by Draper Fisher Jurvetson Partners VIII, LLC and 703,571 shares are owned directly by Draper Fisher Jurvetson Fund VIII, L.P.
(9)	12,638 shares are owned directly by Draper Associates, L.P., 3,159 shares are owned directly by Draper Fisher Jurvetson Partners VIII, LLC and 142,175 shares are owned directly by Draper Fisher Jurvetson Fund VIII, L.P.
(10)	78,974 shares are owned directly by Draper Associates, L.P., 775,292 shares are owned directly by Draper Fisher Jurvetson Partners Growth Fund 2006, L.P., 62,680 shares are owned directly by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC, 19,743 shares are owned directly by Draper Fisher Jurvetson Partners VIII, LLC and 888,462 shares are owned directly by Draper Fisher Jurvetson Fund VIII, L.P.
(11)	The reporting person is a managing director of the general partner of the Draper Fisher Jurvetson Fund VIII, L.P., a managing member of Draper Fisher Jurveston Partners VIII, LLC and a managing member of the general partner of the Draper Fisher Jurvetson Partners Growth Fund 2006, LLC, and disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficiary owner of such securities for Section 16 or any other purpose.

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