SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Straubel Jeffrey B

(Last)

(First)

(Middle)

C/O TESLA MOTORS, INC.

3500 DEER CREEK ROAD

(Street)

PALO ALTO

94304

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/28/2010

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Technology Officer

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	255,249	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	54,054	⁽¹⁾	D
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	17,621	⁽²⁾	D
Right to Buy (Common Stock)⁽³⁾	05/31/2007	05/30/2013	Common Stock	10,416	$0.36	D
Right to Buy (Common Stock)⁽⁴⁾	05/31/2007	11/08/2014	Common Stock	9,334	$2.1	D
Right to Buy (Common Stock)⁽⁵⁾	06/07/2008	06/03/2015	Common Stock	33,333	$2.7	D
Right to Buy (Common Stock)⁽⁶⁾	05/13/2009	04/12/2016	Common Stock	107,916	$2.7	D
Right to Buy (Common Stock)⁽⁷⁾	09/16/2009	12/03/2016	Common Stock	117,083	$6.63	D
Right to Buy (Common Stock)	⁽⁸⁾	06/11/2017	Common Stock	116,650	$14.17	D
Right to Buy (Common Stock)⁽⁹⁾	07/03/2010	06/11/2017	Common Stock	2,450	$14.17	D

Explanation of Responses:

1. Each share of the Issuer's Series B preferred stock will automatically convert into .333333 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 C preferred stock will automatically convert into .350013 of a share of common stock upon the closing the Issuer's initial public offering, and has no expiration date.

3. 1/4th of the shares subject to the option became vested and exercisable on May 31, 2007 and 1/48th of the shares subject to the option shall become vested and exercisable each month thereafter.

4. 1/48th of the shares subject to the option became vested and exercisable on May 31, 2007 and 1/48th of the shares subject to the option shall become vested and exercisable each month thereafter.

5. 1/48th of the shares subject to the option became vested and exercisable on June 7, 2008 and 1/48th of the shares subject to the option shall become vested and exercisable each month thereafter.

6. 1/48th of the shares subject to the option became vested and exercisable on May 13, 2009 and 1/48th of the shares subject to the option shall become vested and exercisable each month thereafter.

7. 1/48th of the shares subject to the option became vested and exercisable on September 16, 2009 and 1/48th of the shares subject to the option shall become vested and exercisable each month thereafter.

8. Shares subject to the option become vested and exercisable upon the Issuer's achievement of certain performance objectives set forth in the option agreement.

9. 1/48th of the shares subject to the option become vested and exercisable on July 3, 2010 and 1/48th of the shares subject to the option shall become vested and exercisable each month thereafter.

Remarks:

The anticipated effective date of Issuer's initial public offering is June 28, 2010.

	/s/ Jeffrey B. Straubel	06/25/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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