SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Musk Kimbal

(Last) (First) (Middle)
3500 DEER CREEK ROAD

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
05/31/2011
4. If Amendment, Date of 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
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 05/31/2011 S(1) 3,334 D $30 357,700 I See Footnote(2)
Common Stock 3,992 D
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 Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Jasper Holdings, LLC on December 15, 2010. Jasper Holdings, LLC is owned by the reporting person and his spouse.
2. The shares are directly held by Jasper Holdings LLC which is owned by the reporting person and his spouse.
By: /s/ Eric Whitaker For: Kimbal Musk 06/02/2011
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.





Power of Attorney
_________________



The undersigned, as an officer or director of Tesla Motors, Inc. 
(the "Company"),hereby constitutes and appoints Deepak Ahuja, Eric Whitaker, 
and each of them, the undersigned s true and lawful attorney in fact and agent
to complete and execute such Forms 144, Forms 3, 4 and 5 and other forms as 
such attorney shall in his discretion determine to be required or advisable
pursuant to Rule 144 promulgated under the Securities Act of 1933 (as amended), 
Section 16 of the Securities Exchange Act of 1934 (as amended) and the rules
and regulations promulgated thereunder, or any successor laws and regulations,
as a consequence of the undersigned s ownership, acquisition or disposition 
of securities of the Company, and to do all acts necessary in order to file 
such forms with the Securities and Exchange Commission, any securities exchange
or national association, the Company and such other person or agency as the
attorney shall deem appropriate.  The undersigned hereby ratifies and confirms
all that said attorneys in fact and agents shall do or cause to be done by 
virtue hereof.

This Limited Power of Attorney shall remain in full force and effect until 
the undersigned is no longer required to file Forms
 3, 4 and 5 with respect to 
the undersigned s holdings of and transactions in securities issued by the 
Company unless earlier revoked by the undersigned in a writing delivered 
to the foregoing attorneys in fact.

This Limited Power of Attorney is executed at Palo Alto, California, as of the 
date set forth below. 

DATED:  2/25/2011


/s/ Kimbal Musk
____________________
By: Kimbal Musk