-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DbMLdAeHNz6ZNbeFZzx5UWIVBlcE5Pbd/BbvaeLNwsJL7wa5DA8fwteaNyiehtPh 9W8uJB8gUWRE1bS9dngkmw== 0001181431-10-034760.txt : 20100625 0001181431-10-034760.hdr.sgml : 20100625 20100625155619 ACCESSION NUMBER: 0001181431-10-034760 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100628 FILED AS OF DATE: 20100625 DATE AS OF CHANGE: 20100625 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gracias Antonio J. CENTRAL INDEX KEY: 0001495158 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34756 FILM NUMBER: 10917648 MAIL ADDRESS: STREET 1: C/O VALOR EQUITY PARTNERS STREET 2: 200 SOUTH MICHIGAN AVENUE, SUITE 1020 CITY: CHICAGO STATE: IL ZIP: 60604 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TESLA MOTORS INC CENTRAL INDEX KEY: 0001318605 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 912197729 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 1050 BING STREET CITY: SAN CARLOS STATE: CA ZIP: 94070 BUSINESS PHONE: 650-413-6222 MAIL ADDRESS: STREET 1: 1050 BING STREET CITY: SAN CARLOS STATE: CA ZIP: 94070 3 1 rrd279901.xml FORM 3 X0203 3 2010-06-28 0 0001318605 TESLA MOTORS INC TSLA 0001495158 Gracias Antonio J. C/O VALOR EQUITY PARTNERS 200 SOUTH MICHIGAN AVE., SUITE 1020 CHICAGO IL 60604 1 0 0 0 Series B Preferred Stock Common Stock 2702702 I See Footnotes Series C Preferred Stock Common Stock 1057268 I See Footnotes Series D Preferred Stock Common Stock 1229363 I See Footnotes Series E Preferred Stock Common Stock 9614808 I See Footnotes Right to Buy (Common Stock) 1.80 2008-05-09 2014-06-05 Common Stock 33333 I See Footnotes Right to Buy (Common Stock) 9.96 2011-03-03 2017-03-03 Common Stock 16666 I See Footnotes Each share of the Issuer's 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. These shares are owned directly by Valor Equity Partners, L.P. ("VEP I"). 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. 881,057 of these shares are owned directly by VEP I and 176,211 shares are owned directly by Valor VC LLC ("VC"). These shares are owned directly by VEP I. 8,270,643 shares are owned directly by VEP Tesla Holdings LLC ("VEP"), 1,120,138 shares are owned directly by VEP I and 224,027 shares are owned directly by VC. 1/4th of the shares subject to the option became vested and exercisable on May 9, 2008 and 1/48th of the shares subject to the option shall become vested and exercisable each month thereafter. The option is held directly by VEP I. 100% of the shares subject to the option will become vested and exercisable on March 13, 2011. The option is held directly by Valor Management Corp. VEP and VEP I are advised directly and/or indirectly by Valor Management Corp. which may be deemed to be the beneficial owners of the shares held directly by VEP and VEP I. Valor Management Corp. disclaims beneficial ownership of any shares held directly by VEP and VEP I. The reporting person is a shareholder and director of Valor Management Corp. and a managing member of VC, and may be deemed the beneficial owner of the shares directly held by VEP, VEP I and VC and options directly held by Valor Management Corp. The reporting person disclaims beneficial ownership of any shares held directly by VEP, VEP I and VC and options directly held by Valor Management Corp., 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. The anticipated effective date of the Issuer's initial public offering is June 28, 2010. /s/ Antonio J.Gracias 2010-06-25 -----END PRIVACY-ENHANCED MESSAGE-----