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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| 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) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Non-Qualified Stock Option (right to buy) | $ 6.63 | 11/13/2013 | M(1) | 33,333 | 06/25/2010(7) | 12/03/2016 | Common Stock | 33,333 | $ 0 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 28.43 | 11/13/2013 | M(1) | 16,666 (8) | (9) | 06/13/2021 | Common Stock | 16,666 | $ 0 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 29.66 | 11/13/2013 | M(1) | 6,944 | (10) | 06/12/2019 | Common Stock | 6,944 | $ 0 | 38,390 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 29.66 | 11/13/2013 | M(1) | 5,333 | (11) | 06/12/2019 | Common Stock | 5,333 | $ 0 | 33,057 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 30.08 | 11/13/2013 | M(1) | 16,666 | (9) | 06/08/2019 | Common Stock | 16,666 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Jurvetson Stephen T C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD SUITE 150 MENLO PARK, CA 94025 |
X | |||
| Stephen T Jurvetson | 11/15/2013 | |
| **Signature of Reporting Person | Date |
| * | 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) | The reporting person held the option as a nominee of Draper Fisher Jurvetson Fund VIII Partners, L.P and, at the direction of Draper Fisher Jurvetson Fund VIII Partners, L.P, exercised the option and sold the shares of common stock received upon such exercise, with the proceeds from such sale going to Draper Fisher Jurvetson Fund VIII Partners, L.P. in accordance with its partnership agreement. |
| (2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $140.03 to $140.97, 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. |
| (3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $141.05 to $141.18, 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. |
| (4) | These shares are owned directly by Draper Fisher Jurvetson Fund VIII, L.P. |
| (5) | These shares are owned directly by Draper Fisher Jurvetson Fund VIII Partners, L.P. |
| (6) | These shares are held directly by the Steve and Karla Jurvetson Living Trust dated August 27, 2002. |
| (7) | 1/4th of the shares subject to the option first become vested and exercisable on the date listed and 1/48th of the shares subject to the option shall become vested and exercisable each month thereafter. |
| (8) | On November 8, 2013, the option, which has been previously reported on a Form 4 filed with the Securities and Exchange Commission on June 15, 2011, was transferred to the reporting person from Draper Fisher Jurvetson Fund VIII Management Company, LLC with no change to the reporting person's pecuniary interest in such options. |
| (9) | 100% of the shares subject to the option shall vest and become exercisable on the earlier of the first anniversary date of the grant or the day prior to the date of the next annual meeting of the stockholders of the Company following date of grant. |
| (10) | 1/24th of the shares granted shall become vested and exercisable as of each monthly anniversary beginning on June 8, 2013, such that all shares subject to the Option shall be fully vested and exercisable by June 8, 2015. |
| (11) | 1/36th of the shares granted shall become vested and exercisable as of each monthly anniversary of the date of grant, such that all shares subject to the option shall be fully vested and exercisable by the third anniversary of the grant date. |