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 *
Ehrenpreis Ira Matthew
   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)
100 SHORELINE HWY., SUITE 282, BLDG. B		 3. Date of Earliest Transaction (Month/Day/Year)
09/02/2014
(Street)

MILL VALLEY, CA 94941		 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 09/02/2014   M(1)   20,035 A $ 29.66 39,812 I By TP Management VIII, LLC (2)
Common Stock 09/02/2014   S   30,424 D $ 283.55 (3) 9,388 I By TP Management VIII, LLC (2)
Common Stock               5,884 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) $ 29.66 09/02/2014   M(4)     12,035   (5) 06/12/2019 Common Stock 12,035 $ 0 18,522 I By TP Management VIII, LLC (2)
Non Qualified Stock Option (Right to Buy) $ 29.66 09/02/2014   M(4)     2,000   (6) 06/12/2019 Common Stock 2,000 $ 0 1,667 I By TP Management VIII, LLC (2)
Non Qualified Stock Option (Right to Buy) $ 29.66 09/02/2014   M(4)     1,000   (6) 06/12/2019 Common Stock 1,000 $ 0 834 I By TP Management VIII, LLC (2)
Non Qualified Stock Option (Right to Buy) $ 29.66 09/02/2014   M(4)     3,000   (6) 06/12/2019 Common Stock 3,000 $ 0 2,500 I By TP Management VIII, LLC (2)
Non Qualified Stock Option (Right to Buy) $ 29.66 09/02/2014   M(4)     2,000   (6) 06/12/2019 Common Stock 2,000 $ 0 1,667 I By TP Management VIII, LLC (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Ehrenpreis Ira Matthew
100 SHORELINE HWY.
SUITE 282, BLDG. B
MILL VALLEY, CA 94941		   X      

Signatures

 /s/ Ira Matthew Ehrenpreis   09/04/2014
**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 Reporting Person held the option as nominee of TP Management VIII, LLC and, at the direction of TP Management VIII, LLC, exercised the option and delivered the shares of Common Stock received upon such exercise to TP Management VIII, LLC.
(2) The Reporting Person is a managing member of the general partner of such entity, and disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
(3) Represents weighted average sales price. The shares were sold at prices ranging from $283.12 to $284.00. The Reporting Person will provide upon request, to the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.
(4) The Reporting Person holds the option as nominee of TP Management VIII, LLC and, at the direction of TP Management VIII, LLC, exercised the option and delivered the shares of Common Stock received upon such exercise to TP Management VIII, LLC.
(5) 1/24th of the shares granted shall become vested and exercisable as of each monthly anniversary beginning on June 8, 2013, such that all shares subject to the Option shall be fully vested and exercisable by June 8, 2015.
(6) 1/36th of the shares granted shall become vested and exercisable as of each monthly anniversary of the date of grant, such that all shares subject to the option shall be fully vested and exercisable by the third anniversary of the grant date. This option was automatically granted pursuant to the Company's Outside Director Compensation Policy.

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