Sec Form 4 Filing - Reichow Gregory @ TESLA MOTORS INC - 2014-04-28

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 Reichow Gregory 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 Manufacturing (Last) (First) (Middle) 3500 DEER CREEK ROAD 3. Date of Earliest Transaction (MM/DD/YY) 04/28/2014 (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 04/28/2014 M( 1 ) 13,000 A $ 25.27 13,041 ( 2 ) D Common Stock 04/28/2014 S( 1 ) 13,000 D $ 200 41 ( 2 ) 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) $ 25.27 04/28/2014 M( 1 ) 13,000 ( 3 ) 04/11/2021 Common Stock 13,000 $ 0 35,092 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Reichow Gregory 3500 DEER CREEK ROAD PALO ALTO, CA94304 VP Manufacturing Signatures /s/ Gregory Reichow 04/29/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The stock option exercise and sale reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 13, 2014. ( 2 )Amount of securities beneficially owned includes 41 shares acquired under the Tesla Motors, Inc. Employee Stock Purchase Plan on February 28, 2014. ( 3 )This option initially represented a right to purchase a total of 85,004 shares. With respect to 35,004 shares subject to such option, the option became vested and exercisable as to 1/4 of such shares on March 23, 2012 and becomes vested and exercisable as to 1/48 of such shares on each monthly anniversary thereafter. With respect to 50,000 shares subject to such option, the option becomes incrementally vested and exercisable upon the achievement by the Issuer of certain performance objectives as set forth in the option agreement.

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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