Sec Form 4 Filing - Straubel Jeffrey B @ TESLA MOTORS INC - 2016-11-22

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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The following is an SEC EDGAR document rendered as filed.
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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 *
Straubel Jeffrey B
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)
Chief Technical Officer
(Last)
(First)
(Middle)
C/O TESLA MOTORS, INC, 3500 DEER CREEK ROAD
3. Date of Earliest Transaction (MM/DD/YY)
11/22/2016
(Street)
PALO ALTO, CA94304
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 11/22/2016 M( 1 ) 33,430 A $ 6.63 359,655 D
Common Stock 11/22/2016 S( 1 ) 7,830 D $ 190.078 ( 2 ) 351,825 D
Common Stock 11/22/2016 S( 1 ) 25,600 D $ 191.046 ( 3 ) 326,225 D
Common Stock 11/22/2016 M( 1 ) 8,653 A $ 6.63 334,878 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
Incentive Stock Option (right to buy) $ 6.63 11/22/2016 M 8,653 ( 4 ) 12/03/2016 Common Stock 8,653 $ 0 0 D
Non-Qualified Stock Option (right to buy) $ 6.63 11/22/2016 M 33,430 ( 4 ) 12/03/2016 Common Stock 33,430 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Straubel Jeffrey B
C/O TESLA MOTORS, INC
3500 DEER CREEK ROAD
PALO ALTO, CA94304
Chief Technical Officer
Signatures
By: Jonathan Chang by Power of Attorney For: Jeffrey B. Straubel 11/25/2016
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person exercised stock options to purchase 42,083 shares of Tesla common stock that were expiring soon. In connection with the exercise, the reporting person sold 33,430 shares to pay related exercise costs and income taxes.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.64 to $190.61, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.66 to $191.31, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 4 )1/48th of the shares subject to the option become vested and exercisable on September 16, 2009 and 1/48th of the shares subject to the option shall become vested and exercisable each month thereafter.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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