SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Gracias Antonio J. (Last) (First) (Middle) C/O VALOR EQUITY PARTNERS 200 SOUTH MICHIGAN AVE., SUITE 1020 (Street) CHICAGO IL 60604 (City) (State) (Zip)	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)
	3. Date of Earliest Transaction (Month/Day/Year) 07/02/2010
	4. If Amendment, Date of 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

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		1,992,447	A	(1)(2)	1,992,447	I	See Footnotes(3)(6)
Common Stock	07/02/2010	07/02/2010	C		136,351	A	(1)(2)	136,351	I	See Footnotes(4)(6)
Common Stock	07/02/2010	07/02/2010	C		2,756,881	A	(1)	2,756,881	I	See Footnotes(5)(6)

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 Securities Underlying Derivative Security (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: 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 B Preferred Stock	(1)	07/02/2010	07/02/2010	C			2,702,702	(1)	(1)	Common Stock	900,900	$0.00	0	I	See Footnotes(3)(6)
Series C Preferred Stock	(2)	07/02/2010	07/02/2010	C			1,057,268	(2)	(2)	Common Stock	370,057	$0.00	0	I	See Footnotes(6)(7)
Series D Preferred Stock	(1)	07/02/2010	07/02/2010	C			1,229,363	(1)	(1)	Common Stock	409,787	$0.00	0	I	See Footnotes(3)(6)
Series E Preferred Stock	(1)	07/02/2010	07/02/2010	C			9,614,808	(1)	(1)	Common Stock	3,204,935	$0.00	0	I	See Footnotes(6)(8)

Explanation of Responses:

1. Each share of Issuer's 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 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. These shares are owned directly by Valor Equity Partners, L.P. ("VEP I").

4. These shares are owned directly by Valor VC LLC ("VC").

5. These shares are owned directly by VEP Tesla Holdings LLC ("VEP").

6. VEP and VEP I are advised directly and/or indirectly by Valor Management Corp. which may be deemed to be the beneficial owners of the shares held directly by VEP and VEP I. Valor Management Corp. disclaims beneficial ownership of any shares held directly by VEP and VEP I. The reporting person is a shareholder and director of Valor Management Corp. and a managing member of VC, and may be deemed the beneficial owner of the shares held directly by VEP, VEP I and VC. The reporting person disclaims beneficial ownership of any shares held directly by VEP, VEP I and VC, except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficiary owner of such securities for Section 16 or any other purpose.

7. 308,381 of these shares are owned directly by VEP I and 61,676 shares are owned directly by VC.

8. 2,756,881 shares are owned directly by VEP, 373,379 shares are owned directly by VEP I and 74,675 shares are owned directly by VC.

	/s/ Antonio J. Gracias	07/02/2010
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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