Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
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)
C/O DRAPER FISHER JURVETSON, 2882 SAND HILL ROAD SUITE 150
3. Date of Earliest Transaction (Month/Day/Year)
12/05/2016
(Street)

MENLO PARK, CA 94025
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 $ 0 121,289 I By DFJ GF 06 LP (2)
Common Stock 12/05/2016   J(3)   14,449 A $ 0 14,505 I by DFJ Fd IX Part LP (4)
Common Stock 12/05/2016   J(1)   14,449 D $ 0 56 I by DFJ Fd IX Part LP (4)
Common Stock 12/05/2016   J(1)   90,941 D $ 0 0 I by DFJ Fund IX, LP (5)
Common Stock 12/05/2016   J(1)   2,463 D $ 0 0 I by DFJ Part IX LLC (6)
Common Stock 12/05/2016   J(3)   6,361 A $ 0 6,361 I by DFJGF 06 Prt LP (7)
Common Stock 12/05/2016   J(1)   6,361 D $ 0 0 I by DFJGF 06 Prt LP (7)
Common Stock 12/05/2016   J(1)   4,992 D $ 0 9,983 I by DFJP GF 2006, LLC (8)
Common Stock 12/05/2016   J(3)   471 A $ 0 97,544 I by Trust (9)
Common Stock 12/05/2016   J(3)   2,505 A $ 0 100,049 I by Trust (9)
Common Stock 12/05/2016   J(3)   545 A $ 0 100,594 I by Trust (9)
Common Stock 12/05/2016   J(3)   480 A $ 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)

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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 Underlying Securities
(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

Reporting Owners

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

Signatures

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

Explanation of Responses:

* 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).
(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.

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