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 *
Musk Kimbal
   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)
3500 DEER CREEK ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
05/01/2015
(Street)

PALO ALTO, CA 94304		 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 05/01/2015   M(1)   2,735 A $ 28.43 155,059 D  
Common Stock 05/01/2015   M(1)   3,666 A $ 9.96 158,725 D  
Common Stock 05/01/2015   S(1)   1,500 D $ 221.061 (2) 157,225 D  
Common Stock 05/01/2015   S(1)   1,079 D $ 222.081 (3) 156,146 D  
Common Stock 05/01/2015   S(1)   900 D $ 223.005 (4) 155,246 D  
Common Stock 05/01/2015   S(1)   1,300 D $ 224.32 (5) 153,946 D  
Common Stock 05/01/2015   S(1)   700 D $ 225.053 (6) 153,246 D  
Common Stock 05/01/2015   S(1)   922 D $ 225.99 (7) 152,324 D  

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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
Non-Qualified Stock Option (right to buy) $ 28.43 05/01/2015   M(1)     2,735 06/05/2012(8) 06/12/2018 Common Stock 2,735 $ 0 13,931 D  
Non-Qualified Stock Option (right to buy) $ 9.96 05/01/2015   M(1)     3,666 03/03/2011(9) 03/02/2017 Common Stock 3,666 $ 0 13,000 I See Footnote (10)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Musk Kimbal
3500 DEER CREEK ROAD
PALO ALTO, CA 94304		   X      

Signatures

 Kimbal Musk   05/05/2015
**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) The sale transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 16, 2015.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.630 to $221.544, 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) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $221.650 to $222.630, 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.
(4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.778 to $223.613, 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 $223.800 to $224.656, 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 $224.820 to $225.390, 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 $225.890 to $226.220, 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) 100% of the shares subject to the option shall vest and become exercisable on the earlier of the first anniversary date of the grant or the day prior to the date of the next annual meeting of the stockholders of the Company following date of grant.
(9) 100% of the shares subject to the option became vested and exercisable on March 3, 2011.
(10) The stock option was previously reported as being held indirectly by the reporting person through Jasper Holdings LLC. Jasper Holdings LLC has since been liquidated and the stock option is now directly held by the reporting person.

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