John Douglas Field Form 4 TESLA MOTORS / JOHN DOUGLAS FIELD 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^*

FIELD JOHN DOUGLAS

(Last) (First) (Middle)

C/O TESLA MOTORS, INC.

3500 DEER CREEK ROAD

(Street)

PALO ALTO CA 94304

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, Engineering

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		M(1)		3,593	A	$0	17,162	D
Common Stock	12/05/2016		M(1)		563	A	$0	17,725	D
Common Stock	12/05/2016		M(1)		189	A	$0	17,914	D
Common Stock	12/05/2016		M(1)		1,060	A	$0	18,974	D
Common Stock	12/06/2016		F(2)		1,888	D	$185.519	17,086	D
Common Stock	12/06/2016		F(2)		296	D	$185.52	16,790	D
Common Stock	12/06/2016		F(2)		100	D	$185.52	16,690	D
Common Stock	12/06/2016		F(2)		557	D	$185.519	16,133	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 (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
Restricted Stock Unit	$0	12/05/2016		M			3,593	(3)	(3)	Common Stock	3,593	$0	10,777	D
Restricted Stock Unit	$0	12/05/2016		M			563	(4)	(4)	Common Stock	563	$0	5,629	D
Restricted Stock Unit	$0	12/05/2016		M			189	(5)	(5)	Common Stock	189	$0	2,267	D
Restricted Stock Unit	$0	12/05/2016		M			1,060	(6)	(6)	Common Stock	1,060	$0	7,420	D

Explanation of Responses:

1. Shares of the Issuer's common stock were issued to the reporting person upon the vesting of restricted stock units on December 5, 2016.

2. PURSUANT TO THE ISSUER'S EQUITY PLAN AND POLICIES, SHARES OF COMMON STOCK WERE AUTOMATICALLY WITHHELD AND SOLD BY THE ISSUER TO SATISFY THE REPORTING PERSON'S TAX WITHHOLDING OBLIGATIONS RELATED TO THE VESTING OF RESTRICTED STOCK UNITS REPORTED HEREIN.

3. 21,555 of the restricted units included in this grant commenced vesting in six equal quarterly installments beginning June 5, 2016.

4. 7,318 of the restricted units included in this grant commenced vesting in thirteen equal quarterly installments beginning June 5, 2016.

5. 2,834 of the restricted units included in this grant commenced vesting in fifteen equal quarterly installments beginning June 5, 2016.

6. 1,060 of the restricted units included in this grant vested on December 5, 2016 and the remaining 7,420 will commence vesting in fourteen equal quarterly installments beginning March 5, 2017.

	John Douglas Field	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.