Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Musk Elon
   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 __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Pres,Prod Architect & Director
(Last)
(First)
(Middle)
C/O TESLA MOTORS, INC., 3500 DEER CREEK ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
07/02/2010
(Street)

PALO ALTO, CA 94304		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 07/02/2010 07/02/2010 C   20,655,342 A (1) 23,322,008 I By trust
Common Stock 07/02/2010 07/02/2010 C   3,700,575 A (2) 27,022,583 I By trust
Common Stock 07/02/2010 07/02/2010 X   113,908 A (3) 27,136,491 I By trust
Common Stock 07/02/2010 07/02/2010 F   21,728 D $ 17 27,114,763 I By trust
Common Stock 07/02/2010 07/02/2010 S   1,415,167 D $ 17 25,699,596 I By trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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
Series A Preferred Stock (1) 07/02/2010 07/02/2010 C     4,880,343   (1)   (1) Common Stock 1,626,781 (1) 0 I By Trust
Series B Preferred Stock (1) 07/02/2010 07/02/2010 C     12,162,167   (1)   (1) Common Stock 4,054,053 (1) 0 I By Trust
Series C Preferred Stock (2) 07/02/2010 07/02/2010 C     10,572,687   (1)   (1) Common Stock 3,700,575 (1) 0 I By Trust
Series D Preferred Stock (1) 07/02/2010 07/02/2010 C     4,097,877   (1)   (1) Common Stock 1,365,959 (1) 0 I By Trust
Series E Preferred Stock (1) 07/02/2010 07/02/2010 C     40,825,647   (1)   (1) Common Stock 13,608,549 (1) 0 I By Trust
Series C Warrants (right to buy) (3) 07/02/2010 07/02/2010 X     325,441   (3)   (3) Common Stock 113,908 (3) 0 I By Trust

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Musk Elon
C/O TESLA MOTORS, INC.
3500 DEER CREEK ROAD
PALO ALTO, CA 94304		   X   X   Pres,Prod Architect & Director  

Signatures

 /s/ Elon Musk   07/02/2010
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each share of the Issuer's Series A preferred stock, Series B preferred stock, Series D preferred stock and Series E preferred stock automatically converted to .333333 of a share common stock upon the closing of the Issuer's initial public offering and has no expiration date.
(2) Each share of the Issuer's Series C preferred stock automatically converted into .350013 of a share of common stock upon the closing the Issuer's initial public offering, and has no expiration date.
(3) The warrant was automatically net exercised by the reporting person on the effective date of Issuer's initial public offering.

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