Sec Form 4 Filing - Jurvetson Stephen T @ TESLA MOTORS INC - 2016-11-21

Insider filing report for Changes in Beneficial Ownership
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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
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)
11/21/2016
(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 11/21/2016 A( 1 ) 56 ( 2 ) A $ 0 56 I by DFJ Fd IX Part LP ( 3 )
Common Stock 11/21/2016 A( 1 ) 35 ( 4 ) A $ 0 35 I by DFJ Fd X Part LP ( 5 )
Common Stock 11/21/2016 A( 1 ) 90,941 ( 6 ) A $ 0 90,941 I by DFJ Fund IX, LP ( 7 )
Common Stock 11/21/2016 A( 1 ) 28,692 ( 8 ) A $ 0 28,692 I by DFJ Fund X, L.P. ( 9 )
Common Stock 11/21/2016 A( 1 ) 2,464 ( 10 ) A $ 0 2,464 I by DFJ Part IX LLC ( 11 )
Common Stock 11/21/2016 A( 1 ) 14,975 ( 12 ) A $ 0 14,975 I by DFJP GF 2006, LLC ( 13 )
Common Stock 11/21/2016 A( 1 ) 876 ( 14 ) A $ 0 876 I by DFJP X, LLC ( 15 )
Common Stock 11/21/2016 A( 1 ) 46,759 ( 16 ) A $ 0 97,073 I by Trust ( 17 )
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: Jonathan Chang by Power of Attorney For: Stephen T. Jurvetson 11/23/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The transactions reported on this Form 4 are exempt from Section 16(b) of the Securities Exchange Act of 1934 pursuant to Rule 16b-3 promulgated under the Exchange Act.
( 2 )Received in exchange for 518 shares of SolarCity Corporation's common stock in connection with the acquisition of SolarCity by Tesla Motors, Inc. (the "Merger"). In accordance with the terms of the Merger, each share of SolarCity common stock was converted into the right to receive 0.110 shares of Tesla common stock, with cash paid in lieu of fractional shares. At the effective time of the Merger, the last traded price of SolarCity's common stock was $20.34 per share, and the last traded price of Tesla's common stock was $185.02 per share.
( 3 )These shares are owned directly by Draper Fisher Jurvetson Fund IX Partners, L.P. The reporting person is one of several managing directors of the general partner entities of these funds that directly hold shares and as such the reporting person maybe deemed to have voting and investment power with respect to such shares. The reporting person disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein.
( 4 )Received in exchange for 319 shares of SolarCity Corporation's common stock in connection with the acquisition of SolarCity by Tesla Motors, Inc. (the "Merger"). In accordance with the terms of the Merger, each share of SolarCity common stock was converted into the right to receive 0.110 shares of Tesla common stock, with cash paid in lieu of fractional shares. At the effective time of the Merger, the last traded price of SolarCity's common stock was $20.34 per share, and the last traded price of Tesla's common stock was $185.02 per share.
( 5 )These shares are owned directly by Draper Fisher Jurvetson Fund X Partners, L.P. The reporting person is one of several managing directors of the general partner entities of these funds that directly hold shares and as such the reporting person maybe deemed to have voting and investment power with respect to such shares. The reporting person disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein.
( 6 )Received in exchange for 826,745 shares of SolarCity Corporation's common stock in connection with the Merger. In accordance with the terms of the Merger, each share of SolarCity common stock was converted into the right to receive 0.110 shares of Tesla common stock, with cash paid in lieu of fractional shares. At the effective time of the Merger, the last traded price of SolarCity's common stock was $20.34 per share, and the last traded price of Tesla's common stock was $185.02 per share.
( 7 )These shares are owned directly by Draper Fisher Jurvetson Fund IX, L.P. The reporting person is one of several managing directors of the general partner entities of these funds that directly hold shares and as such the reporting person maybe deemed to have voting and investment power with respect to such shares. The reporting person disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein.
( 8 )Received in exchange for 260,838 shares of SolarCity Corporation's common stock in connection with the Merger. In accordance with the terms of the Merger, each share of SolarCity common stock was converted into the right to receive 0.110 shares of Tesla common stock, with cash paid in lieu of fractional shares. At the effective time of the Merger, the last traded price of SolarCity's common stock was $20.34 per share, and the last traded price of Tesla's common stock was $185.02 per share.
( 9 )These shares are owned directly by Draper Fisher Jurvetson Fund X, L.P.The reporting person is one of several managing directors of the general partner entities of these funds that directly hold shares and as such the reporting person maybe deemed to have voting and investment power with respect to such shares. The reporting person disclaims beneficial ownership with respect to such shares except tothe extent of his pecuniary interest therein.
( 10 )Received in exchange for 22,403 shares of SolarCity Corporation's common stock in connection with the Merger. In accordance with the terms of the Merger, each share of SolarCity common stock was converted into the right to receive 0.110 shares of Tesla common stock, with cash paid in lieu of fractional shares. At the effective time of the Merger, the last traded price of SolarCity's common stock was $20.34 per share, and the last traded price of Tesla's common stock was $185.02 per share.
( 11 )These shares are owned directly by Draper Fisher Jurvetson Partners IX, LLC. The reporting person is one of several managing directors of the general partner entities of these funds that directly hold shares and as such the reporting person maybe deemed to have voting and investment power with respect to such shares. The reporting person disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein.
( 12 )Received in exchange for 136,138 shares of SolarCity Corporation's common stock in connection with the Merger. In accordance with the terms of the Merger, each share of SolarCity common stock was converted into the right to receive 0.110 shares of Tesla common stock, with cash paid in lieu of fractional shares. At the effective time of the Merger, the last traded price of SolarCity's common stock was $20.34 per share, and the last traded price of Tesla's common stock was $185.02 per share.
( 13 )These shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006, LLC. The reporting person is one of several managing directors of the general partner entities of these funds that directly hold shares and as such the reporting person maybe deemed to have voting and investment power with respect to such shares. The reporting person disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein.
( 14 )Received in exchange for 7,970 shares of SolarCity Corporation's common stock in connection with the Merger. In accordance with the terms of the Merger, each share of SolarCity common stock was converted into the right to receive 0.110 shares of Tesla common stock, with cash paid in lieu of fractional shares. At the effective time of the Merger, the last traded price of SolarCity's common stock was $20.34 per share, and the last traded price of Tesla's common stock was $185.02 per share.
( 15 )These shares are owned directly by Draper Fi sher Jurvetson Partners X, LLC. The reporting person is one of several managing directors of the general partner entities of these funds that directly hold shares and as such the reporting person maybe deemed to have voting and investment power with respect to such shares. The reporting person disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein.
( 16 )Received in exchange for 425,088 shares of SolarCity Corporation's common stock in connection with the Merger. In accordance with the terms of the Merger, each share of SolarCity common stock was converted into the right to receive 0.110 shares of Tesla common stock, with cash paid in lieu of fractional shares. At the effective time of the Merger, the last traded price of SolarCity's common stock was $20.34 per share, and the last traded price of Tesla's common stock was $185.02 per share.
( 17 )These shares are held directly by the Steve and Karla Jurvetson Living Trust dated August 27, 2002.

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