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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

FIELD JOHN DOUGLAS

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

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

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

(Last)

(First)

(Middle)

C/O TESLA MOTORS, INC, 3500 DEER CREEK ROAD

3. Date of Earliest Transaction (Month/Day/Year)
09/05/2016

(Street)

PALO ALTO, CA 94304

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	09/05/2016		M⁽¹⁾		563	A	$ 0	12,055	D
Common Stock	09/05/2016		M⁽¹⁾		3,593	A	$ 0	15,648	D
Common Stock	09/05/2016		M⁽²⁾		189	A	$ 0	15,837	D
Common Stock	09/06/2016		F⁽²⁾		294	D	$ 199.02	15,543	D
Common Stock	09/06/2016		F⁽²⁾		1,875	D	$ 199.02	13,668	D
Common Stock	09/06/2016		F⁽²⁾		99	D	$ 199.02	13,569	D

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

Restricted Stock Unit

$ 0

09/05/2016

563

⁽³⁾

Common Stock

563

$ 0

6,192

Restricted Stock Unit

$ 0

09/05/2016

3,593

⁽⁴⁾

Common Stock

3,593

$ 0

14,370

Restricted Stock Unit

$ 0

09/05/2016

189

⁽⁵⁾

Common Stock

189

$ 0

2,456

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FIELD JOHN DOUGLAS C/O TESLA MOTORS, INC 3500 DEER CREEK ROAD PALO ALTO, CA 94304			VP, Engineering

Signatures

John Douglas Field		09/07/2016
^**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)	Shares of the Issuer's common stock were issued to the reporting person upon the vesting of restricted stock units on September 5, 2016.
(2)	PURSUANT TO THE ISSUER'S EQUITY PLAN AND POLICIES, SHARES OF COMMON STOCK WERE AUTOMATICALLY WITHHELD AND SOLD BY THE ISSUER TO SATISFY THE REPORTING PERSON'S TAX WITHHOLDING OBLIGATIONS RELATED TO THE VESTING OF RESTRICTED STOCK UNITS REPORTED HEREIN.
(3)	7,318 of the restricted stock units included in this grant commenced vesting in thirteen equal quarterly installments beginning June 5, 2016.
(4)	21,555 of the restricted stock units included in this grant commenced vesting in six equal quarterly installments beginning June 5, 2016.
(5)	2,834 of the restricted stock units included in this grant commenced vesting in fifteen equal quarterly installments beginning June 5, 2016.

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