Sec Form 4 Filing - Ehrenpreis Ira Matthew @ TESLA MOTORS INC - 2013-08-28

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 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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1. Name and Address of Reporting Person Ehrenpreis Ira Matthew 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) 100 SHORELINE HWY., SUITE 282, BLDG. B 3. Date of Earliest Transaction (MM/DD/YY) 08/28/2013 (Street) MILL VALLEY, CA94941 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 08/28/2013 M( 1 ) 16,666 A $ 28.43 66,665 I By TP Mgmt VIII, LLC ( 2 ) Common Stock 08/28/2013 M( 1 ) 16,666 A $ 30.08 83,331 I By TP Mgmt VIII, LLC ( 2 ) Common Stock 08/28/2013 M( 1 ) 12,109 A $ 29.66 95,440 I By TP Mgmt VIII, LLC ( 2 ) Common Stock 08/28/2013 J( 3 ) 15,611 D $ 0 79,829 I By TP Mgmt VIII, LLC ( 2 ) Common Stock 08/29/2013 S 16,436 D $ 163.1 ( 4 ) 63,393 I By TP Mgt VIII, LLC ( 2 ) Common Stock 08/29/2013 S 36,136 D $ 164.18 ( 5 ) 27,257 I By TP Mgmt VIII, LLC ( 2 ) Common Stock 08/29/2013 S 7,480 D $ 164.77 ( 6 ) 19,777 I By TP Mgmt VIII, LLC ( 2 ) Common Stock 5,884 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Non-Qualified Stock Option (right to buy) $ 28.43 08/28/2013 M( 1 ) 16,666 ( 7 ) 06/12/2018 Common Stock 16,666 $ 0 0 I By TP Mgmt VIII, LLC ( 2 ) Non-Qualified Stock Option (right to buy) $ 30.08 08/28/2013 M( 1 ) 16,666 ( 7 ) 06/08/2019 Common Stock 16,666 $ 0 0 I By TP Mgmt VIII, LLC ( 2 ) Non-Qualified Stock Option (right to buy) $ 29.66 08/28/2013 M( 8 ) 2,777 ( 9 ) 06/12/2019 Common Stock 2,777 $ 0 30,557 I By TP Mgmt VIII, LLC Non-Qualified Stock Option (right to buy) $ 29.66 08/28/2013 M( 8 ) 2,333 ( 10 ) 06/12/2019 Common Stock 2,333 $ 0 3,667 I By TP Mgmt VIII, LLC ( 2 ) Non-Qualified Stock Option (right to buy) $ 29.66 08/28/2013 M( 8 ) 1,166 ( 10 ) 06/12/2019 Common Stock 1,166 $ 0 1,834 I By TP Mgmt VIII, LLC ( 2 ) Non-Qualified Stock Option (right to buy) $ 29.66 08/28/2013 M( 8 ) 3,500 ( 10 ) 06/12/2019 Common Stock 3,500 $ 0 5,500 I By TP Mgmt VIII, LLC ( 2 ) Non-Qualified Stock Option (right to buy) $ 29.66 08/28/2013 M( 8 ) 2,333 ( 10 ) 06/12/2019 Common Stock 2,333 $ 0 3,667 I By TP Mgmt VIII, LLC ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ehrenpreis Ira Matthew 100 SHORELINE HWY. SUITE 282, BLDG. B MILL VALLEY, CA94941 X Signatures /s/ Ira Ehrenpreis 08/29/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Person held the option as nominee of TP Management VIII, LLC and, at the direction of TP Management VIII, LLC, exercised the option and delivered the shares of Common Stock received upon such exercise to TP Management VIII, LLC. ( 2 )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. ( 3 )Represents a distribution in kind to by TP Management VIII, LLC to certain of its members. The Reporting Person did not receive any shares in such distribution. ( 4 )Represents weighted average sales price. The shares were sold at prices ranging from $162.60 to $163.60. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 5 )Represents weighted average sales price. The shares were sold at prices ranging from $163.64 to $164.64. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 6 )Represents weighted average sales price. The shares were sold at prices ranging from $164.65 to $165.00. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. ( 7 )Fully vested. ( 8 )The Reporting Person holds the option as nominee of TP Management VIII, LLC and, at the direction of TP Management VIII, LLC, exercised the option and delivered the shares of Common Stock received upon such exercise to TP Management VIII, LLC. ( 9 )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. ( 10 )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.

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 4(b)(v).

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