TSLA

SEC source: 0001494732-13-000008 · edgardoc.xml · nonDerivative · entry 2

Ahuja Deepak · CIK 0001494732 · CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 16,974

F1 · kind: The stock option exercise and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 8, 2012. This form amendment is being filed to correct the date of the 10b5-1 trading plan indicated in the original footnote.

F2 · balance_after: Amount of securities beneficially owned includes 494 shares acquired under the Tesla Motors, Inc. Employee Stock Purchase Plan on February 28, 2013.

SEC source: 0001494732-13-000008 · edgardoc.xml · nonDerivative · entry 1

Ahuja Deepak · CIK 0001494732 · CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 21,974

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: The stock option exercise and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 8, 2012. This form amendment is being filed to correct the date of the 10b5-1 trading plan indicated in the original footnote.

SEC source: 0001412598-13-000002 · edgardoc.xml · derivative · entry 9

Ehrenpreis Ira Matthew · CIK 0001412598 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by TP Mgmt VIII, LLC

Disclosed balance after: 16,666

Underlying: Common Stock · 16,666 shares

Expires 2019-06-08

F6 · derivative.exercise_date: 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.

F7 · ownership.nature: The option is held by TP Management VIII, LLC. The reporting person is a managing member of the general partner of such entity, 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.

SEC source: 0001412598-13-000002 · edgardoc.xml · derivative · entry 8

Ehrenpreis Ira Matthew · CIK 0001412598 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by TP Mgmt VIII, LLC

Disclosed balance after: 57,334

Underlying: Common Stock · 24,000 shares

Expires 2019-06-12

F5 · derivative.exercise_date: 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. This option was automatically granted pursuant to the Company's Outside Director Compensation Policy.

F7 · ownership.nature: The option is held by TP Management VIII, LLC. The reporting person is a managing member of the general partner of such entity, 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.

SEC source: 0001412598-13-000002 · edgardoc.xml · derivative · entry 7

Ehrenpreis Ira Matthew · CIK 0001412598 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · by TP Mgmt VIII, LLC

Disclosed balance after: 33,334

Underlying: Common Stock · 33,334 shares

Expires 2019-06-12

F4 · derivative.exercise_date: 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.

F7 · ownership.nature: The option is held by TP Management VIII, LLC. The reporting person is a managing member of the general partner of such entity, 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.

SEC source: 0001412598-13-000002 · edgardoc.xml · derivative · entry 6

Ehrenpreis Ira Matthew · CIK 0001412598 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 16,666 shares

Expires 2019-06-08

F6 · derivative.exercise_date: 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.

SEC source: 0001412598-13-000002 · edgardoc.xml · derivative · entry 5

Ehrenpreis Ira Matthew · CIK 0001412598 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 24,000 shares

Expires 2019-06-12

F5 · derivative.exercise_date: 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. This option was automatically granted pursuant to the Company's Outside Director Compensation Policy.

SEC source: 0001412598-13-000002 · edgardoc.xml · derivative · entry 4

Ehrenpreis Ira Matthew · CIK 0001412598 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 24,000

Underlying: Common Stock · 33,334 shares

Expires 2019-06-12

F4 · derivative.exercise_date: 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.

SEC source: 0001412598-13-000002 · edgardoc.xml · nonDerivative · entry 2

Ehrenpreis Ira Matthew · CIK 0001412598 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 793,290

F2 · kind: Shares transferred as part of a pro-rata distribution effected by Technology Partners Fund, VIII, L.P. to certain individuals, effected on March 15, 2013.

F3 · ownership.nature: These shares are owned directly by Technology Partners Fund VIII, L.P. The reporting person is a managing member of the general partner of such entity, 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.

SEC source: 0001412598-13-000002 · edgardoc.xml · nonDerivative · entry 1

Ehrenpreis Ira Matthew · CIK 0001412598 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,884

F1 · kind: These shares were received by the reporting person as part of a pro-rata distribution effected by Technology Partners Fund, VIII, L.P.

SEC source: 0001494727-13-000004 · edgardoc.xml · derivative · entry 1

Straubel Jeffrey B · CIK 0001494727 · Chief Technical Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 700

Underlying: Common Stock · 700 shares

Expires 2023-03-11

SEC source: 0001494806-13-000002 · edgardoc.xml · derivative · entry 3

Passin Gilbert · CIK 0001494806 · VP Manufacturing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,157

Underlying: Common Stock · 7,000 shares

Expires 2017-03-02

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_date: 1/4th of the shares subject to the option became vested and exercisable on January 25, 2011 and 1/48th of the shares subject to the option shall vest and become exercisable each month thereafter.

SEC source: 0001494806-13-000002 · edgardoc.xml · nonDerivative · entry 2

Passin Gilbert · CIK 0001494806 · VP Manufacturing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 553

F1 · balance_after: Amount of securities beneficially owned includes 113 shares acquired under the Tesla Motors, Inc. Employee Stock Purchase Plan on February 28, 2013.

SEC source: 0001494806-13-000002 · edgardoc.xml · nonDerivative · entry 1

Passin Gilbert · CIK 0001494806 · VP Manufacturing

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,553

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001494727-13-000002 · edgardoc.xml · derivative · entry 1

Straubel Jeffrey B · CIK 0001494727 · Chief Technical Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 350

Underlying: Common Stock · 350 shares

Expires 2023-02-11

SEC source: 0001494731-13-000004 · edgardoc.xml · nonDerivative · entry 1

Musk Kimbal · CIK 0001494731 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 191,262

F1 · kind: 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 3, 2012.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.4335 to $39.4900, 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.

SEC source: 0001494732-13-000004 · edgardoc.xml · derivative · entry 3

Ahuja Deepak · CIK 0001494732 · CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 66,568

Underlying: Common Stock · 5,000 shares

Expires 2017-06-11

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: The stock option exercise and sale reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 8, 2012.

F2 · derivative.exercise_date: Shares subject to the option become vested and exercisable upon the Issuer's achievement of certain performance objectives set forth in the option agreement.

SEC source: 0001494732-13-000004 · edgardoc.xml · nonDerivative · entry 2

Ahuja Deepak · CIK 0001494732 · CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,480

F1 · kind: The stock option exercise and sale reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 8, 2012.

SEC source: 0001494732-13-000004 · edgardoc.xml · nonDerivative · entry 1

Ahuja Deepak · CIK 0001494732 · CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,480

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: The stock option exercise and sale reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 8, 2012.

SEC source: 0001494731-13-000002 · edgardoc.xml · nonDerivative · entry 1

Musk Kimbal · CIK 0001494731 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 195,108

F1 · kind: 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 3, 2012.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.38 to $34.59, 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.

SEC source: 0001140361-13-002002 · doc1.xml · derivative · entry 5

Kroeger Harald · CIK 0001565080 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 0

Underlying: Common Stock · 16,666 shares

Expires 2013-03-12

F1 · kind: 4,867,929 shares are owned directly by Blackstar InvestCo LLC, which is wholly-owned by Daimler North America Corporation ("DNAC"). The 29,860 shares and 16,666 shares represent shares issuable upon exercise of options owned directly by DNAC, which shares were sold by DNAC simultaneously with the exercise of these options. The reporting person is a vice president of an affiliate of DNAC. The reporting person 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 beneficial owner of such securities for Section 16 or any other purpose.

F4 · derivative.exercise_date: The options vested in installments between June 13, 2011 and December 12, 2012.

F3 · ownership.nature: The options were owned directly by DNAC. The reporting person is a vice president of an affiliate of DNAC. The reporting person disclaims beneficial ownership of the options and the shares subject to the options, except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

SEC source: 0001140361-13-002002 · doc1.xml · derivative · entry 4

Kroeger Harald · CIK 0001565080 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 0

Underlying: Common Stock · 29,860 shares

Expires 2013-01-11

F1 · kind: 4,867,929 shares are owned directly by Blackstar InvestCo LLC, which is wholly-owned by Daimler North America Corporation ("DNAC"). The 29,860 shares and 16,666 shares represent shares issuable upon exercise of options owned directly by DNAC, which shares were sold by DNAC simultaneously with the exercise of these options. The reporting person is a vice president of an affiliate of DNAC. The reporting person 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 beneficial owner of such securities for Section 16 or any other purpose.

F2 · derivative.exercise_date: The options vested in installments between December 4, 2009 and December 12, 2012.

F3 · ownership.nature: The options were owned directly by DNAC. The reporting person is a vice president of an affiliate of DNAC. The reporting person disclaims beneficial ownership of the options and the shares subject to the options, except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

SEC source: 0001140361-13-002002 · doc1.xml · nonDerivative · entry 3

Kroeger Harald · CIK 0001565080 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 4,867,929

F1 · ownership.nature: 4,867,929 shares are owned directly by Blackstar InvestCo LLC, which is wholly-owned by Daimler North America Corporation ("DNAC"). The 29,860 shares and 16,666 shares represent shares issuable upon exercise of options owned directly by DNAC, which shares were sold by DNAC simultaneously with the exercise of these options. The reporting person is a vice president of an affiliate of DNAC. The reporting person 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 beneficial owner of such securities for Section 16 or any other purpose.

SEC source: 0001140361-13-002002 · doc1.xml · nonDerivative · entry 2

Kroeger Harald · CIK 0001565080 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 4,914,455

F1 · kind: 4,867,929 shares are owned directly by Blackstar InvestCo LLC, which is wholly-owned by Daimler North America Corporation ("DNAC"). The 29,860 shares and 16,666 shares represent shares issuable upon exercise of options owned directly by DNAC, which shares were sold by DNAC simultaneously with the exercise of these options. The reporting person is a vice president of an affiliate of DNAC. The reporting person 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 beneficial owner of such securities for Section 16 or any other purpose.

F1 · ownership.nature: 4,867,929 shares are owned directly by Blackstar InvestCo LLC, which is wholly-owned by Daimler North America Corporation ("DNAC"). The 29,860 shares and 16,666 shares represent shares issuable upon exercise of options owned directly by DNAC, which shares were sold by DNAC simultaneously with the exercise of these options. The reporting person is a vice president of an affiliate of DNAC. The reporting person 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 beneficial owner of such securities for Section 16 or any other purpose.

SEC source: 0001140361-13-002002 · doc1.xml · nonDerivative · entry 1

Kroeger Harald · CIK 0001565080 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 4,897,789

F1 · kind: 4,867,929 shares are owned directly by Blackstar InvestCo LLC, which is wholly-owned by Daimler North America Corporation ("DNAC"). The 29,860 shares and 16,666 shares represent shares issuable upon exercise of options owned directly by DNAC, which shares were sold by DNAC simultaneously with the exercise of these options. The reporting person is a vice president of an affiliate of DNAC. The reporting person 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 beneficial owner of such securities for Section 16 or any other purpose.

F1 · ownership.nature: 4,867,929 shares are owned directly by Blackstar InvestCo LLC, which is wholly-owned by Daimler North America Corporation ("DNAC"). The 29,860 shares and 16,666 shares represent shares issuable upon exercise of options owned directly by DNAC, which shares were sold by DNAC simultaneously with the exercise of these options. The reporting person is a vice president of an affiliate of DNAC. The reporting person 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 beneficial owner of such securities for Section 16 or any other purpose.

SEC source: 0001140361-13-047290 · doc1.xml · derivative · entry 2

Kroeger Harald · CIK 0001565080 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · derivative.exercise_price: This amendment revises the Reporting Person's reported beneficial ownership to exclude all securities beneficially owned by Blackstar InvestCo LLC, and its parent Daimler North America Corporation, neither of which is an affiliate of the Reporting Person or a Section 16 filer with respect to the Issuer. None of such securities is or was beneficially owned by the Reporting Person.

F1 · date: This amendment revises the Reporting Person's reported beneficial ownership to exclude all securities beneficially owned by Blackstar InvestCo LLC, and its parent Daimler North America Corporation, neither of which is an affiliate of the Reporting Person or a Section 16 filer with respect to the Issuer. None of such securities is or was beneficially owned by the Reporting Person.

F1 · kind: This amendment revises the Reporting Person's reported beneficial ownership to exclude all securities beneficially owned by Blackstar InvestCo LLC, and its parent Daimler North America Corporation, neither of which is an affiliate of the Reporting Person or a Section 16 filer with respect to the Issuer. None of such securities is or was beneficially owned by the Reporting Person.

F1 · shares: This amendment revises the Reporting Person's reported beneficial ownership to exclude all securities beneficially owned by Blackstar InvestCo LLC, and its parent Daimler North America Corporation, neither of which is an affiliate of the Reporting Person or a Section 16 filer with respect to the Issuer. None of such securities is or was beneficially owned by the Reporting Person.

F1 · price: This amendment revises the Reporting Person's reported beneficial ownership to exclude all securities beneficially owned by Blackstar InvestCo LLC, and its parent Daimler North America Corporation, neither of which is an affiliate of the Reporting Person or a Section 16 filer with respect to the Issuer. None of such securities is or was beneficially owned by the Reporting Person.

F1 · derivative.exercise_date: This amendment revises the Reporting Person's reported beneficial ownership to exclude all securities beneficially owned by Blackstar InvestCo LLC, and its parent Daimler North America Corporation, neither of which is an affiliate of the Reporting Person or a Section 16 filer with respect to the Issuer. None of such securities is or was beneficially owned by the Reporting Person.

F1 · derivative.expiration_date: This amendment revises the Reporting Person's reported beneficial ownership to exclude all securities beneficially owned by Blackstar InvestCo LLC, and its parent Daimler North America Corporation, neither of which is an affiliate of the Reporting Person or a Section 16 filer with respect to the Issuer. None of such securities is or was beneficially owned by the Reporting Person.

F1 · derivative.underlying: This amendment revises the Reporting Person's reported beneficial ownership to exclude all securities beneficially owned by Blackstar InvestCo LLC, and its parent Daimler North America Corporation, neither of which is an affiliate of the Reporting Person or a Section 16 filer with respect to the Issuer. None of such securities is or was beneficially owned by the Reporting Person.

F1 · derivative.underlying_shares: This amendment revises the Reporting Person's reported beneficial ownership to exclude all securities beneficially owned by Blackstar InvestCo LLC, and its parent Daimler North America Corporation, neither of which is an affiliate of the Reporting Person or a Section 16 filer with respect to the Issuer. None of such securities is or was beneficially owned by the Reporting Person.

F1 · balance_after: This amendment revises the Reporting Person's reported beneficial ownership to exclude all securities beneficially owned by Blackstar InvestCo LLC, and its parent Daimler North America Corporation, neither of which is an affiliate of the Reporting Person or a Section 16 filer with respect to the Issuer. None of such securities is or was beneficially owned by the Reporting Person.

F1 · ownership.direct: This amendment revises the Reporting Person's reported beneficial ownership to exclude all securities beneficially owned by Blackstar InvestCo LLC, and its parent Daimler North America Corporation, neither of which is an affiliate of the Reporting Person or a Section 16 filer with respect to the Issuer. None of such securities is or was beneficially owned by the Reporting Person.

F1 · ownership.nature: This amendment revises the Reporting Person's reported beneficial ownership to exclude all securities beneficially owned by Blackstar InvestCo LLC, and its parent Daimler North America Corporation, neither of which is an affiliate of the Reporting Person or a Section 16 filer with respect to the Issuer. None of such securities is or was beneficially owned by the Reporting Person.

SEC source: 0001140361-13-047290 · doc1.xml · nonDerivative · entry 1

Kroeger Harald · CIK 0001565080 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

F1 · date: This amendment revises the Reporting Person's reported beneficial ownership to exclude all securities beneficially owned by Blackstar InvestCo LLC, and its parent Daimler North America Corporation, neither of which is an affiliate of the Reporting Person or a Section 16 filer with respect to the Issuer. None of such securities is or was beneficially owned by the Reporting Person.

F1 · kind: This amendment revises the Reporting Person's reported beneficial ownership to exclude all securities beneficially owned by Blackstar InvestCo LLC, and its parent Daimler North America Corporation, neither of which is an affiliate of the Reporting Person or a Section 16 filer with respect to the Issuer. None of such securities is or was beneficially owned by the Reporting Person.

F1 · shares: This amendment revises the Reporting Person's reported beneficial ownership to exclude all securities beneficially owned by Blackstar InvestCo LLC, and its parent Daimler North America Corporation, neither of which is an affiliate of the Reporting Person or a Section 16 filer with respect to the Issuer. None of such securities is or was beneficially owned by the Reporting Person.

F1 · price: This amendment revises the Reporting Person's reported beneficial ownership to exclude all securities beneficially owned by Blackstar InvestCo LLC, and its parent Daimler North America Corporation, neither of which is an affiliate of the Reporting Person or a Section 16 filer with respect to the Issuer. None of such securities is or was beneficially owned by the Reporting Person.

F1 · acquired: This amendment revises the Reporting Person's reported beneficial ownership to exclude all securities beneficially owned by Blackstar InvestCo LLC, and its parent Daimler North America Corporation, neither of which is an affiliate of the Reporting Person or a Section 16 filer with respect to the Issuer. None of such securities is or was beneficially owned by the Reporting Person.

F1 · balance_after: This amendment revises the Reporting Person's reported beneficial ownership to exclude all securities beneficially owned by Blackstar InvestCo LLC, and its parent Daimler North America Corporation, neither of which is an affiliate of the Reporting Person or a Section 16 filer with respect to the Issuer. None of such securities is or was beneficially owned by the Reporting Person.

F1 · ownership.direct: This amendment revises the Reporting Person's reported beneficial ownership to exclude all securities beneficially owned by Blackstar InvestCo LLC, and its parent Daimler North America Corporation, neither of which is an affiliate of the Reporting Person or a Section 16 filer with respect to the Issuer. None of such securities is or was beneficially owned by the Reporting Person.

F1 · ownership.nature: This amendment revises the Reporting Person's reported beneficial ownership to exclude all securities beneficially owned by Blackstar InvestCo LLC, and its parent Daimler North America Corporation, neither of which is an affiliate of the Reporting Person or a Section 16 filer with respect to the Issuer. None of such securities is or was beneficially owned by the Reporting Person.

SEC source: 0001494732-13-000002 · edgardoc.xml · derivative · entry 9

Ahuja Deepak · CIK 0001494732 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 71,568

Underlying: Common Stock · 4,675 shares

Expires 2017-06-11

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_date: Shares subject to the option become vested and exercisable upon the Issuer's achievement of certain performance objectives set forth in the option agreement.

SEC source: 0001494732-13-000002 · edgardoc.xml · derivative · entry 8

Ahuja Deepak · CIK 0001494732 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,648

Underlying: Common Stock · 2,745 shares

Expires 2016-12-03

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_date: 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.

SEC source: 0001494732-13-000002 · edgardoc.xml · derivative · entry 7

Ahuja Deepak · CIK 0001494732 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,823

Underlying: Common Stock · 2,580 shares

Expires 2015-09-02

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_date: 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.

SEC source: 0001494732-13-000002 · edgardoc.xml · nonDerivative · entry 6

Ahuja Deepak · CIK 0001494732 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,480

F1 · kind: The stock option exercise and sale reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 8, 2012.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.71 to $35.21, 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.

SEC source: 0001494732-13-000002 · edgardoc.xml · nonDerivative · entry 5

Ahuja Deepak · CIK 0001494732 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,060

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: The stock option exercise and sale reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 8, 2012.

SEC source: 0001494732-13-000002 · edgardoc.xml · nonDerivative · entry 4

Ahuja Deepak · CIK 0001494732 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,480

F1 · kind: The stock option exercise and sale reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 8, 2012.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.71 to $35.21, 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.

SEC source: 0001494732-13-000002 · edgardoc.xml · nonDerivative · entry 3

Ahuja Deepak · CIK 0001494732 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,225

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: The stock option exercise and sale reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 8, 2012.

SEC source: 0001494732-13-000002 · edgardoc.xml · nonDerivative · entry 2

Ahuja Deepak · CIK 0001494732 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,480

F1 · kind: The stock option exercise and sale reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 8, 2012.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.71 to $35.21, 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.

SEC source: 0001494732-13-000002 · edgardoc.xml · nonDerivative · entry 1

Ahuja Deepak · CIK 0001494732 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,155

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: The stock option exercise and sale reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 8, 2012.

SEC source: 0001503210-12-000004 · edgardoc.xml · derivative · entry 2

Blankenship George · CIK 0001503210 · VP- WW Sales & Ownership Exp

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,114

Underlying: Common Stock · 14,114 shares

Expires 2017-06-11

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_date: 1/4th of the shares subject to the option become vested and exercisable one year from hire date and 1/48th of the shares subject to the option shall become vested and exercisable each month thereafter.

SEC source: 0001503210-12-000004 · edgardoc.xml · nonDerivative · entry 1

Blankenship George · CIK 0001503210 · VP- WW Sales & Ownership Exp

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,314

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001140361-12-052715 · doc1.xml · derivative · entry 3

Kroeger Harald · CIK 0001565080 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 33,333

Underlying: Common Stock · 33,333 shares

Expires 2019-12-21

F2 · kind: The reporting person transferred the options to Daimler North America Corporation ("DNAC") on December 21, 2012. The reporting person is a vice president of an affiliate of DNAC and disclaims beneficial ownership of the options and the shares subject to the options, except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

F1 · derivative.exercise_date: 25% of the shares subject to the options become vested and exercisable on December 12, 2013 and 1/48th of the shares subject to the options will become vested and exercisable each month thereafter.

F2 · ownership.nature: The reporting person transferred the options to Daimler North America Corporation ("DNAC") on December 21, 2012. The reporting person is a vice president of an affiliate of DNAC and disclaims beneficial ownership of the options and the shares subject to the options, except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

SEC source: 0001140361-12-052715 · doc1.xml · derivative · entry 2

Kroeger Harald · CIK 0001565080 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 33,333 shares

Expires 2019-12-21

F2 · kind: The reporting person transferred the options to Daimler North America Corporation ("DNAC") on December 21, 2012. The reporting person is a vice president of an affiliate of DNAC and disclaims beneficial ownership of the options and the shares subject to the options, except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

F1 · derivative.exercise_date: 25% of the shares subject to the options become vested and exercisable on December 12, 2013 and 1/48th of the shares subject to the options will become vested and exercisable each month thereafter.

SEC source: 0001140361-12-052715 · doc1.xml · derivative · entry 1

Kroeger Harald · CIK 0001565080 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 33,333

Underlying: Common Stock · 33,333 shares

Expires 2019-12-21

F1 · derivative.exercise_date: 25% of the shares subject to the options become vested and exercisable on December 12, 2013 and 1/48th of the shares subject to the options will become vested and exercisable each month thereafter.

SEC source: 0001412598-12-000008 · primary_doc.xml · derivative · entry 4

Ehrenpreis Ira Matthew · CIK 0001412598 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Stock · 33,333 shares

Expires 2017-05-09

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · ownership.nature: These shares are owned directly by TP Management VIII, LLC

F2 · ownership.nature: The reporting person is a managing member of TP Management VIII, 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.

SEC source: 0001412598-12-000008 · primary_doc.xml · derivative · entry 3

Ehrenpreis Ira Matthew · CIK 0001412598 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Stock · 16,666 shares

Expires 2017-03-02

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · ownership.nature: These shares are owned directly by TP Management VIII, LLC

F2 · ownership.nature: The reporting person is a managing member of TP Management VIII, 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.

SEC source: 0001412598-12-000008 · primary_doc.xml · nonDerivative · entry 2

Ehrenpreis Ira Matthew · CIK 0001412598 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 49,999

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · ownership.nature: These shares are owned directly by TP Management VIII, LLC

F2 · ownership.nature: The reporting person is a managing member of TP Management VIII, 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.

SEC source: 0001412598-12-000008 · primary_doc.xml · nonDerivative · entry 1

Ehrenpreis Ira Matthew · CIK 0001412598 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 16,666

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · ownership.nature: These shares are owned directly by TP Management VIII, LLC

F2 · ownership.nature: The reporting person is a managing member of TP Management VIII, 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.

SEC source: 0001494731-12-000008 · edgardoc.xml · nonDerivative · entry 2

Musk Kimbal · CIK 0001494731 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 198,016

F2 · balance_after: Since the date of the reporting person's last ownership report, he transferred 142,010 shares of TSLA common stock held through Jasper Holdings LLC to his former spouse pursuant to a domestic relations order. The reporting person no longer reports as beneficially owned any securities owned by his former spouse. In addition, prior to the transactions reported on this Form 4, he had transferred the remaining 209,024 shares of TSLA common stock indirectly held through Jasper Holdings LLC to his name.

SEC source: 0001494731-12-000008 · edgardoc.xml · nonDerivative · entry 1

Musk Kimbal · CIK 0001494731 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 199,016

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.00 to $34.04, 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.

F2 · balance_after: Since the date of the reporting person's last ownership report, he transferred 142,010 shares of TSLA common stock held through Jasper Holdings LLC to his former spouse pursuant to a domestic relations order. The reporting person no longer reports as beneficially owned any securities owned by his former spouse. In addition, prior to the transactions reported on this Form 4, he had transferred the remaining 209,024 shares of TSLA common stock indirectly held through Jasper Holdings LLC to his name.

SEC source: 0001494732-12-000009 · primary_doc.xml · derivative · entry 3

Ahuja Deepak · CIK 0001494732 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,403

Underlying: Common Stock · 10,000 shares

Expires 2015-09-02

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_date: 1/4th of the shares subject to the option first became vested and exercisable on the date listed and 1/48th of the shares subject to the option shall vest and become exercisable each month thereafter.

SEC source: 0001494732-12-000009 · primary_doc.xml · nonDerivative · entry 2

Ahuja Deepak · CIK 0001494732 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,480

F1 · kind: The stock option exercise and sale reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 8, 2012.

F2 · balance_after: Amount of securities beneficially owned includes 500 shares acquired under the Tesla Motors, Inc. Employee Stock Purchase Plan on August 31, 2012.

SEC source: 0001494732-12-000009 · primary_doc.xml · nonDerivative · entry 1

Ahuja Deepak · CIK 0001494732 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,480

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: The stock option exercise and sale reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 8, 2012.