Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Gracias Antonio J.	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)
(Last) (First) (Middle) C/O VALOR EQUITY PARTNERS, L.P., 200 S. MICHIGAN AVE SUITE 1020	3. Date of Earliest Transaction (MM/DD/YYYY) 5/15/2014
(Street) CHICAGO, IL 60604 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	5/15/2014		S ⁽¹⁾		2500.0	D	$186.37 ⁽²⁾	239521 ⁽³⁾	I	by AJG Growth Fund
Common Stock	5/15/2014		S ⁽¹⁾		1400.0	D	$187.28 ⁽⁴⁾	238121	I	by AJG Growth Fund
Common Stock	5/15/2014		S ⁽¹⁾		1600.0	D	$188.45 ⁽⁵⁾	236521	I	by AJG Growth Fund
Common Stock	5/15/2014		S ⁽¹⁾		700.0	D	$189.25 ⁽⁶⁾	235821	I	by AJG Growth Fund
Common Stock	5/15/2014		S ⁽¹⁾		500.0	D	$190.86 ⁽⁷⁾	235321	I	by AJG Growth Fund
Common Stock	5/16/2014		S ⁽¹⁾		400.0	D	$188.31 ⁽⁸⁾	284867	I	by AJG Growth Fund
Common Stock	5/16/2014		S ⁽¹⁾		2407.0	D	$189.49 ⁽⁹⁾	282460	I	by AJG Growth Fund
Common Stock	5/16/2014		S ⁽¹⁾		2700.0	D	$190.33 ⁽¹⁰⁾	279760	I	by AJG Growth Fund
Common Stock	5/16/2014		S ⁽¹⁾		1193.0	D	$191.56 ⁽¹¹⁾	278567	I	by AJG Growth Fund
Common Stock	5/15/2014		S ⁽¹⁾		1300.0	D	$186.4 ⁽¹²⁾	39747	I	by Trust ⁽¹³⁾
Common Stock	5/15/2014		S ⁽¹⁾		600.0	D	$187.17 ⁽¹⁴⁾	39147	I	by Trust
Common Stock	5/15/2014		S ⁽¹⁾		607.0	D	$188.32 ⁽¹⁵⁾	38540	I	by Trust
Common Stock	5/15/2014		S ⁽¹⁾		593.0	D	$189.27 ⁽¹⁶⁾	37947	I	by Trust
Common Stock	5/15/2014		S ⁽¹⁾		200.0	D	$190.65 ⁽¹⁷⁾	37747	I	by Trust
Common Stock	5/16/2014		S ⁽¹⁾		700.0	D	$189.12 ⁽¹⁸⁾	37047	I	by Trust
Common Stock	5/16/2014		S ⁽¹⁾		1600.0	D	$190.02 ⁽¹⁹⁾	35447	I	by Trust
Common Stock	5/16/2014		S ⁽¹⁾		900.0	D	$191.18 ⁽²⁰⁾	34547	I	by Trust
Common Stock	5/16/2014		S ⁽¹⁾		100.0	D	$191.78	34447	I	by Trust
Common Stock								46633	I	by VEP II ⁽²¹⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
( 1)	The sale transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 28, 2014.
( 2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $185.88 to $186.87, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 3)	Amount of securities beneficially owned reflects an additional 49,946 shares transferred on December 10, 2012 from the Antonio J. Gracias Revocable Trust 03/21/2000 ("Trust") to the AJG Growth Fund, LLC.
( 4)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.89 to $187.92, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 5)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $188.00 to $188.96, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 6)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.02 to $190.00, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 7)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.50 to $191.23, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 8)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $188.00 to $188.53, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 9)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.00 to $189.97, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 10)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.00 to $190.86, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 11)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.37 to $191.80, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 12)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.00 to $186.93, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 13)	These securities were reported as directly held in previous filings. This Form 4 corrects this to reflect the shares as being held in trust by the Antonio J. Gracias Revocable Trust 03/21/2000.
( 14)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.00 to $187.83, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 15)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $188.00 to $188.76, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 16)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.03 to $190.00, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Sale Price Wtd Ave (5/15/14) D
( 17)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.55 to $190.75, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 18)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $188.50 to $189.44, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 19)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.52 to $190.50, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 20)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.605 to $191.60, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 21)	The reporting person indirectly beneficially owns a total of 46,633 shares owned through Valor Equity Management II, LP ("VEP II").

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Gracias Antonio J. C/O VALOR EQUITY PARTNERS, L.P. 200 S. MICHIGAN AVE SUITE 1020 CHICAGO, IL 60604	X

Signatures
/s/ Antonio J. Gracias		5/19/2014
^** 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).
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