Sec Form 4 Filing - Jurvetson Stephen T @ TESLA MOTORS INC - 2016-12-05

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 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 (MM/DD/YY) 12/05/2016 (Street) MENLO PARK, CA94025 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 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 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jurvetson Stephen T C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD SUITE 150 MENLO PARK, CA94025 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:

( 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 shar es 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 maybe 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 maybe 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 maybe 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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