Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Guillen Jerome M
 2. Date of Event Requiring Statement (Month/Day/Year)
08/08/2013		 3. Issuer Name and Ticker or Trading Symbol
TESLA MOTORS INC [TSLA]
(Last)
(First)
(Middle)
3500 DEER CREEK ROAD		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP Service & Sales Operations
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PALO ALTO, CA 94304		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy)   (1) 06/13/2021 Common Stock 1,875 $ 28.43 D  
Incentive Stock Option (right to buy)   (2) 12/13/2020 Common Stock 6,431 $ 30.55 D  
Incentive Stock Option (right to buy)   (3) 02/13/2022 Common Stock 2,107 $ 31.49 D  
Incentive Stock Option (right to buy)   (4) 07/09/2022 Common Stock 2,550 $ 31.49 D  
Non-Qualified Stock Option (right to buy)   (1) 06/13/2021 Common Stock 13,125 $ 28.43 D  
Non-Qualified Stock Option (right to buy)   (2) 12/13/2020 Common Stock 13,569 $ 30.55 D  
Non-Qualified Stock Option (right to buy)   (3) 02/13/2022 Common Stock 12,893 $ 31.49 D  
Non-Qualified Stock Option (right to buy)   (4) 07/09/2022 Common Stock 17,450 $ 31.49 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Guillen Jerome M
3500 DEER CREEK ROAD
PALO ALTO, CA 94304		       VP Service & Sales Operations  

Signatures

By: Deepak Ahuja, by Power of Attorney For: Jerome M. Guillen 08/16/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) 1/48th of the shares subject to the option became vested and exercisable on July 13, 2011 and 1/48th of the shares subject to the option become vested and exercisable on each monthly anniversary thereafter.
(2) 1/4th of the shares subject to the option became vested and exercisable on November 10, 2011 and 1/48th of the shares subject to the option become vested and exercisable on each monthly anniversary thereafter.
(3) 1/48th of the shares subject to the option became vested and exercisable on March 13, 2012 and 1/48th of the shares subject to the option become vested and exercisable on each monthly anniversary thereafter.
(4) 1/48th of the shares subject to the option became vested and exercisable on August 9, 2012 and 1/48th of the shares subject to the option become vested and exercisable on each monthly anniversary thereafter.

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