Edgar Filing: TESLA MOTORS INC

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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3235-0287

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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)

C/O DRAPER FISHER JURVETSON, 2882 SAND HILL ROAD SUITE 150

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2016

(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	12/05/2016		J⁽¹⁾		60,645	D	$ 0	121,289	I	By DFJ GF 06 LP ⁽²⁾
Common Stock	12/05/2016		J⁽³⁾		14,449	A	$ 0	14,505	I	by DFJ Fd IX Part LP ⁽⁴⁾
Common Stock	12/05/2016		J⁽¹⁾		14,449	D	$ 0	56	I	by DFJ Fd IX Part LP ⁽⁴⁾
Common Stock	12/05/2016		J⁽¹⁾		90,941	D	$ 0	0	I	by DFJ Fund IX, LP ⁽⁵⁾
Common Stock	12/05/2016		J⁽¹⁾		2,463	D	$ 0	0	I	by DFJ Part IX LLC ⁽⁶⁾
Common Stock	12/05/2016		J⁽³⁾		6,361	A	$ 0	6,361	I	by DFJGF 06 Prt LP ⁽⁷⁾
Common Stock	12/05/2016		J⁽¹⁾		6,361	D	$ 0	0	I	by DFJGF 06 Prt LP ⁽⁷⁾
Common Stock	12/05/2016		J⁽¹⁾		4,992	D	$ 0	9,983	I	by DFJP GF 2006, LLC ⁽⁸⁾
Common Stock	12/05/2016		J⁽³⁾		471	A	$ 0	97,544	I	by Trust ⁽⁹⁾
Common Stock	12/05/2016		J⁽³⁾		2,505	A	$ 0	100,049	I	by Trust ⁽⁹⁾
Common Stock	12/05/2016		J⁽³⁾		545	A	$ 0	100,594	I	by Trust ⁽⁹⁾
Common Stock	12/05/2016		J⁽³⁾		480	A	$ 0	101,074	I	by Trust ⁽⁹⁾
Common Stock								35	I	by DFJ Fd X Part LP ⁽¹⁰⁾
Common Stock								28,692	I	by DFJ Fund X, L.P. ⁽¹¹⁾
Common Stock								876	I	by DFJP X, LLC ⁽¹²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

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

Signatures

By: by Jonathan Chang, by Power of Attorney For: Stephen T. Jurvetson		12/07/2016
^**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)	On December 5, 2016, each of these funds made an in-kind distribution, without any additional consideration to its members, of that number of shares set forth in column 4, including shares distributed to the general partner of each fund. Mr. Jurvetson is one of several managing directors of the general partner entities of these funds that directly hold shares and as such Mr. Jurvetson may be deemed to have voting and investment power with respect to such shares. Mr. Jurvetson disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein.
(2)	These shares are owned directly by Draper Fisher Jurvetson Growth Funds 2006, L.P.
(3)	On December 5, 2016, received the shares set forth in column 4 in connection with the distributions described in footnote 1.
(4)	These shares are owned directly by Draper Fisher Jurvetson Fund IX Partners, L.P.
(5)	These shares are owned directly by Draper Fisher Jurvetson Fund IX, L.P.
(6)	These shares are owned directly by Draper Fisher Jurvetson Partners IX, LLC
(7)	These shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P.
(8)	These shares are owned directly by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC.
(9)	These shares are held directly by the Steve and Karla Jurvetson Living Trust dated August 27, 2002.
(10)	These shares are owned directly by Draper Fisher Jurvetson Fund X Partners, L.P. Mr. Jurvetson is one of several managing directors of the general partner entities of these funds that directly hold shares and as such Mr. Jurvetson may be deemed to have voting and investment power with respect to such shares. Mr. Jurvetson disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein.
(11)	These shares are owned directly by Draper Fisher Jurvetson Fund X, L.P. Mr. Jurvetson is one of several managing directors of the general partner entities of these funds that directly hold shares and as such Mr. Jurvetson may be deemed to have voting and investment power with respect to such shares. Mr. Jurvetson disclaims beneficial ownership with respect to such shares except tothe extent of his pecuniary interest therein.
(12)	These shares are owned directly by Draper Fisher Jurvetson Partners X, LLC. Mr. Jurvetson is one of several managing directors of the general partner entities of these funds that directly hold shares and as such Mr. Jurvetson may be deemed to have voting and investment power with respect to such shares. Mr. Jurvetson disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein.

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