Sec Form 4 Filing - Blankenship George @ TESLA MOTORS INC - 2013-05-17

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Blankenship George 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) VP WW Sales & Ownership Exp (Last) (First) (Middle) 3500 DEER CREEK ROAD 3. Date of Earliest Transaction (MM/DD/YY) 05/17/2013 (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 05/17/2013 M 57,945 A $ 14.17 72,259 D Common Stock 05/17/2013 S 57,945 D $ 91.163 14,314 D Common Stock 05/17/2013 M 24,975 A $ 14.17 39,289 D Common Stock 05/17/2013 S 24,975 D $ 91.163 14,314 D Common Stock 05/17/2013 M 17,708 A $ 20.72 32,022 D Common Stock 05/17/2013 S 17,708 D $ 91.163 14,314 D Common Stock 05/17/2013 M 32,291 A $ 20.24 46,605 D Common Stock 05/17/2013 S 32,291 D $ 91.163 14,314 D Common Stock 05/17/2013 M 6,525 A $ 28.45 20,839 D Common Stock 05/17/2013 S 6,525 D $ 91.163 14,314 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) $ 14.17 05/17/2013 M 57,945 ( 1 ) 06/11/2017 Common Stock 57,945 $ 0 47,127 D Non-Qualified Stock Option (right to buy) $ 14.17 05/17/2013 M 24,975 ( 1 ) 06/11/2017 Common Stock 24,975 $ 0 22,152 D Non-Qualified Stock Option (right to buy) $ 20.24 05/17/2013 M 32,291 ( 2 ) 10/12/2020 Common Stock 32,291 $ 0 17,709 D Non-Qualified Stock Option (right to buy) $ 20.72 05/17/2013 M 17,708 ( 2 ) 09/13/2020 Common Stock 17,708 $ 0 7,292 D Non-Qualified Stock Option (right to buy) $ 28.45 05/17/2013 M 6,525 ( 2 ) 01/10/2021 Common Stock 6,525 $ 0 17,954 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Blankenship George 3500 DEER CREEK ROAD PALO ALTO, CA94304 VP WW Sales & Ownership Exp Signatures By: Deepak Ahuja as Power of Attorney For: George Blankenship 05/20/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )33,300 shares subject to the option become vested and exercisable upon the Issuer's achievement of certain performance objectives set forth in the option agreement. The remaining 71,772 shares vest as follows: 1/4th of the shares subject to the option vest one year from hire date, and the remaining 3/4th vest monthly thereafter at a rate of 1/48th per month. ( 2 )1/48th of the shares subject to the option will vest on each monthly anniversary of the grant date, so that all such shares will be vested as of the fourth anniversary of the grant date.

Reminder: Report on a separate line for each class of securities benefi cially 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.