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 *

Musk Elon 		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                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO
(Last)          (First)          (Middle)

C/O TESLA MOTORS, INC, 3500 DEER CREEK ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/19/2016
(Street)

PALO ALTO, CA 94304
(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   5/19/2016     M (1)    2147986.0   A $6.63   31727328   (2) I   by Trust   (2)
Common Stock   5/19/2016     M (1)    3355986.0   A $6.63   35083314   (2) I   by Trust   (2)
Common Stock   5/19/2016     G (3)    1200000.0   D $0.0   33883314   (2) I   by Trust   (2)

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
Non-Qualified Stock Option (right to buy)   $6.63   5/19/2016     M   (1)       2147986.0    12/4/2009   12/3/2016   Common Stock   2147986   $0.0   3355986   D    
Non-Qualified Stock Option (right to buy)   $6.63   5/19/2016     M   (1)       3355986.0    12/4/2009   12/3/2016   Common Stock   3355986   $0.0   0   D    

Explanation of Responses:
( 1)  The reporting person exercised stock options to purchase an aggregate of 5,503,972 shares of Tesla's common stock in a transaction exempt from Section 16(b) of the Securities Exchange Act of 1934. The reporting person intends to sell 2,782,670 of these shares in an underwritten registered offering solely in order to pay income tax related to these stock option exercises.
( 2)  In connection with the transactions described in footnote 1, any issuer shares that continue to be held by the reporting person will be held indirectly by the Elon Musk Revocable Trust dated July 22, 2003, for which the reporting person is a trustee.
( 3)  The reporting person gifted 1.2 million shares of Tesla's common stock to charity.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Musk Elon
C/O TESLA MOTORS, INC
3500 DEER CREEK ROAD
PALO ALTO, CA 94304 		X X CEO

Signatures
By: Jonathan Chang by Power of Attorney For: Elon R Musk 5/23/2016
** 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 control number.
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