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 *
Gracias Antonio J.
   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 VALOR EQUITY PARTNERS, 200 SOUTH MICHIGAN AVE., SUITE 1020		 3. Date of Earliest Transaction (Month/Day/Year)
07/02/2010
(Street)

CHICAGO, IL 60604		 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 07/02/2010 07/02/2010 C   1,992,447 A (1) (2) 1,992,447 I See Footnotes (3) (6)
Common Stock 07/02/2010 07/02/2010 C   136,351 A (1) (2) 136,351 I See Footnotes (4) (6)
Common Stock 07/02/2010 07/02/2010 C   2,756,881 A (1) 2,756,881 I See Footnotes (5) (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
Series B Preferred Stock (1) 07/02/2010 07/02/2010 C     2,702,702   (1)   (1) Common Stock 900,900 $ 0 0 I See Footnotes (3) (6)
Series C Preferred Stock (2) 07/02/2010 07/02/2010 C     1,057,268   (2)   (2) Common Stock 370,057 $ 0 0 I See Footnotes (6) (7)
Series D Preferred Stock (1) 07/02/2010 07/02/2010 C     1,229,363   (1)   (1) Common Stock 409,787 $ 0 0 I See Footnotes (3) (6)
Series E Preferred Stock (1) 07/02/2010 07/02/2010 C     9,614,808   (1)   (1) Common Stock 3,204,935 $ 0 0 I See Footnotes (6) (8)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Gracias Antonio J.
C/O VALOR EQUITY PARTNERS
200 SOUTH MICHIGAN AVE., SUITE 1020
CHICAGO, IL 60604		   X      

Signatures

 /s/ Antonio J. Gracias   07/02/2010
**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) Each share of Issuer's Series B preferred stock, Series D preferred stock and Series E preferred stock automatically converted to .333333 of a share common stock upon the closing of the Issuer's initial public offering and has no expiration date.
(2) Each share of Issuer's Series C preferred stock automatically converted into .350013 of a share of common stock upon the closing the Issuer's initial public offering, and has no expiration date.
(3) These shares are owned directly by Valor Equity Partners, L.P. ("VEP I").
(4) These shares are owned directly by Valor VC LLC ("VC").
(5) These shares are owned directly by VEP Tesla Holdings LLC ("VEP").
(6) VEP and VEP I are advised directly and/or indirectly by Valor Management Corp. which may be deemed to be the beneficial owners of the shares held directly by VEP and VEP I. Valor Management Corp. disclaims beneficial ownership of any shares held directly by VEP and VEP I. The reporting person is a shareholder and director of Valor Management Corp. and a managing member of VC, and may be deemed the beneficial owner of the shares held directly by VEP, VEP I and VC. The reporting person disclaims beneficial ownership of any shares held directly by VEP, VEP I and VC, except to the extent of his pecuniary interest therein. This report shall not be deemed an admission that the reporting person is the beneficiary owner of such securities for Section 16 or any other purpose.
(7) 308,381 of these shares are owned directly by VEP I and 61,676 shares are owned directly by VC.
(8) 2,756,881 shares are owned directly by VEP, 373,379 shares are owned directly by VEP I and 74,675 shares are owned directly by VC.

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