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
                                                                                  
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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 *

Jurvetson Stephen T
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)

2882 SAND HILL ROAD, SUITE 150
3. Date of Earliest Transaction (MM/DD/YYYY)

9/2/2014
(Street)

MENLO PARK, CA 94025
(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)
Code V Amount (A) or (D) Price
Common Stock   9/2/2014   9/2/2014   J (1) (2)    16776   D $0   0   I   By Fund VIII   (3)
Common Stock   9/2/2014   9/2/2014   J (1) (2)    373   D $0   0   I   By Partner Fund   (4)
Common Stock   9/2/2014   9/2/2014   J (1) (2)    168   A $0   168   I   By Fund GP   (5)
Common Stock   9/2/2014   9/2/2014   J (1) (2)    166   D $0   2   I   By Fund GP   (5)
Common Stock   9/2/2014   9/2/2014   J (1) (2)    129   A $0   43626   I   By Trust   (6)

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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  On September 2, 2014, Draper Fisher Jurvetson Fund VIII, L.P. ("Fund VIII"), made an in-kind distribution, without any additional consideration, of 16,776 shares of common stock of Tesla Motors, Inc. ("Tesla") to the limited partners of Fund VIII. This total included 168 shares distributed to the general partner of Fund VIII, Draper Fisher Jurvetson Fund VIII Partners, L.P. ("Fund GP"). Mr. Jurvetson is a Managing Director of the Fund GP.
( 2)  On September 2, 2014, Draper Fisher Jurvetson Partners VIII, LLC ("Partner Fund"), made an in-kind distribution of 373 shares of common stock of Tesla, without any additional consideration, to its members, including Mr. Jurvetson. Mr. Jurvetson received 97 shares from this distribution.
( 3)  These shares are owned directly by Draper Fisher Jurvetson Fund VIII, L.P.
( 4)  These shares are owned directly by Draper Fisher Jurvetson Partners VIII, LLC, a California limited liability company.
( 5)  These shares are owned directly by Draper Fisher Jurvetson Fund VIII Partners, L.P.
( 6)  These shares are held directly by the Steve and Karla Jurvetson Living Trust, dated August 27, 2002, and were acquired in connection with the distributions by Partner Fund and Fund GP.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Jurvetson Stephen T
2882 SAND HILL ROAD, SUITE 150
MENLO PARK, CA 94025
X



Signatures
Stephen T. Jurvetson 9/4/2014
** 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).
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 control number.
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