Stephen T Jurvetson Form 4 TESLA MOTORS / Stephen T Jurvetson ownership change

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^*

Jurvetson Stephen T

(Last) (First) (Middle)

C/O DRAPER FISHER JURVETSON

2882 SAND HILL ROAD SUITE 150

(Street)

MENLO PARK CA 94025

(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)
12/05/2016

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	12/05/2016		J(1)		60,645	D	$0.0	121,289	I	By DFJ GF 06 LP(2)
Common Stock	12/05/2016		J(3)		14,449	A	$0.0	14,505	I	by DFJ Fd IX Part LP(4)
Common Stock	12/05/2016		J(1)		14,449	D	$0.0	56	I	by DFJ Fd IX Part LP(4)
Common Stock	12/05/2016		J(1)		90,941	D	$0.0	0	I	by DFJ Fund IX, LP(5)
Common Stock	12/05/2016		J(1)		2,463	D	$0.0	0	I	by DFJ Part IX LLC(6)
Common Stock	12/05/2016		J(3)		6,361	A	$0.0	6,361	I	by DFJGF 06 Prt LP(7)
Common Stock	12/05/2016		J(1)		6,361	D	$0.0	0	I	by DFJGF 06 Prt LP(7)
Common Stock	12/05/2016		J(1)		4,992	D	$0.0	9,983	I	by DFJP GF 2006, LLC(8)
Common Stock	12/05/2016		J(3)		471	A	$0.0	97,544	I	by Trust(9)
Common Stock	12/05/2016		J(3)		2,505	A	$0.0	100,049	I	by Trust(9)
Common Stock	12/05/2016		J(3)		545	A	$0.0	100,594	I	by Trust(9)
Common Stock	12/05/2016		J(3)		480	A	$0.0	101,074	I	by Trust(9)
Common Stock								35	I	by DFJ Fd X Part LP(10)
Common Stock								28,692	I	by DFJ Fund X, L.P.(11)
Common Stock								876	I	by DFJP X, LLC(12)

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

Explanation of Responses:

1. On December 5, 2016, each of these funds made an in-kind distribution, without any additional consideration to its members, of that number of shares set forth in column 4, including shares distributed to the general partner of each fund. Mr. Jurvetson is one of several managing directors of the general partner entities of these funds that directly hold shares and as such Mr. Jurvetson may be deemed to have voting and investment power with respect to such shares. Mr. Jurvetson disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein.

2. These shares are owned directly by Draper Fisher Jurvetson Growth Funds 2006, L.P.

3. On December 5, 2016, received the shares set forth in column 4 in connection with the distributions described in footnote 1.

4. These shares are owned directly by Draper Fisher Jurvetson Fund IX Partners, L.P.

5. These shares are owned directly by Draper Fisher Jurvetson Fund IX, L.P.

6. These shares are owned directly by Draper Fisher Jurvetson Partners IX, LLC

7. These shares are owned directly by Draper Fisher Jurvetson Growth Fund 2006 Partners, L.P.

8. These shares are owned directly by Draper Fisher Jurvetson Partners Growth Fund 2006, LLC.

9. These shares are held directly by the Steve and Karla Jurvetson Living Trust dated August 27, 2002.

10. These shares are owned directly by Draper Fisher Jurvetson Fund X Partners, L.P. Mr. Jurvetson is one of several managing directors of the general partner entities of these funds that directly hold shares and as such Mr. Jurvetson may be deemed to have voting and investment power with respect to such shares. Mr. Jurvetson disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein.

11. These shares are owned directly by Draper Fisher Jurvetson Fund X, L.P. Mr. Jurvetson is one of several managing directors of the general partner entities of these funds that directly hold shares and as such Mr. Jurvetson may be deemed to have voting and investment power with respect to such shares. Mr. Jurvetson disclaims beneficial ownership with respect to such shares except tothe extent of his pecuniary interest therein.

12. These shares are owned directly by Draper Fisher Jurvetson Partners X, LLC. Mr. Jurvetson is one of several managing directors of the general partner entities of these funds that directly hold shares and as such Mr. Jurvetson may be deemed to have voting and investment power with respect to such shares. Mr. Jurvetson disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein.

	By: by Jonathan Chang, by Power of Attorney For: Stephen T. Jurvetson	12/07/2016
	** Signature of Reporting Person	Date
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).
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.