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^*

Musk Elon

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Pres, Prod Architect & Chairmn

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	2,666,666	I	By Trust

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 A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	4,880,343	⁽¹⁾	I	By Trust
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	12,162,167	⁽¹⁾	I	By Trust
Series C Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	10,572,687	⁽²⁾	I	By Trust
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	4,097,877	⁽¹⁾	I	By Trust
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	40,825,647	⁽¹⁾	I	By Trust
Option to Buy (Common Stock)⁽³⁾	12/04/2009	12/03/2016	Common Stock	3,355,986	$6.63	D
Option to Buy (Common Stock)	⁽⁴⁾	12/03/2016	Common Stock	3,335,986	$6.63	D
Series C Preferred Stock Warrants (right to buy)⁽²⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	325,441	⁽⁵⁾	I	By Trust

Explanation of Responses:

1. Each share of the Issuer's Series A preferred stock, Series B preferred stock, Series D preferred stock and Series E 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 December 4, 2009 and 1/48th of the shares subject to the option shall become vested and exercisable each month thereafter.

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

5. The warrant will be automatically net exercised by the reporting person on the effective date of Issuer's initial public offering. If not exercised, the warrant will automatically expire.

Remarks:

The nticipated effective date of Issuer initial public offering is June 28, 2010.

	/s/ Elon Musk	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.