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) 2882 SAND HILL ROAD, SUITE 150 3. Date of Earliest Transaction (Month/Day/Year) 05/13/2013 (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 05/13/2013 05/13/2013 J(1)(2)   200,000 D $ 0 16,776 I Draper Fisher Jurvetson Fund VIII, L.P. (3) Common Stock 05/13/2013 05/13/2013 J(1)(2)   4,444 D $ 0 373 I Draper Fisher Jurvetson Partners VIII, LLC (4) Common Stock 05/13/2013 05/13/2013 J(1)(2)   2,000 A $ 0 2,000 I Draper Fisher Jurvetson Partners VIII, L.P. (5) Common Stock 05/13/2013 05/13/2013 J(1)(2)   1,155 A $ 0 43,114 I Jurveston Living Trust (6)

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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 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025	X

Signatures

Stephen T. Jurvetson		05/15/2013
**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 May 13, 2013, Draper Fisher Jurvetson Fund VIII, L.P. ("Fund VIII") made an in-kind distribution, without any additional consideration, of 200,000 shares of common stock of Tesla Motors Inc. This total included 2,000 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 May 13, 2013, Draper Fisher Jurvetson Partners VIII, LLC ("Partner Fund"), made an in-kind distribution of 4,444 shares of common stock of Tesla Motors Inc., without any additional consideration, to its members, including Mr. Jurvetson. Mr. Jurvetson received 1,155 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.
(5)	These shares are owned directly by Draper Fisher Jurvetson Partners VIII, 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 distribution by Partner Fund.

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