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 *
FIELD JOHN DOUGLAS
   2. Issuer Name and Ticker or Trading Symbol
TESLA MOTORS INC [TSLA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Engineering
(Last)
(First)
(Middle)
C/O TESLA MOTORS, INC., 3500 DEER CREEK ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
12/05/2016
(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 12/05/2016   M(1)   3,593 A $ 0 17,162 D  
Common Stock 12/05/2016   M(1)   563 A $ 0 17,725 D  
Common Stock 12/05/2016   M(1)   189 A $ 0 17,914 D  
Common Stock 12/05/2016   M(1)   1,060 A $ 0 18,974 D  
Common Stock 12/06/2016   F(2)   1,888 D $ 185.519 17,086 D  
Common Stock 12/06/2016   F(2)   296 D $ 185.52 16,790 D  
Common Stock 12/06/2016   F(2)   100 D $ 185.52 16,690 D  
Common Stock 12/06/2016   F(2)   557 D $ 185.519 16,133 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
Restricted Stock Unit $ 0 12/05/2016   M     3,593   (3)   (3) Common Stock 3,593 $ 0 10,777 D  
Restricted Stock Unit $ 0 12/05/2016   M     563   (4)   (4) Common Stock 563 $ 0 5,629 D  
Restricted Stock Unit $ 0 12/05/2016   M     189   (5)   (5) Common Stock 189 $ 0 2,267 D  
Restricted Stock Unit $ 0 12/05/2016   M     1,060   (6)   (6) Common Stock 1,060 $ 0 7,420 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FIELD JOHN DOUGLAS
C/O TESLA MOTORS, INC.
3500 DEER CREEK ROAD
PALO ALTO, CA 94304		       VP, Engineering  

Signatures

 John Douglas Field   12/07/2016
**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) Shares of the Issuer's common stock were issued to the reporting person upon the vesting of restricted stock units on December 5, 2016.
(2) PURSUANT TO THE ISSUER'S EQUITY PLAN AND POLICIES, SHARES OF COMMON STOCK WERE AUTOMATICALLY WITHHELD AND SOLD BY THE ISSUER TO SATISFY THE REPORTING PERSON'S TAX WITHHOLDING OBLIGATIONS RELATED TO THE VESTING OF RESTRICTED STOCK UNITS REPORTED HEREIN.
(3) 21,555 of the restricted units included in this grant commenced vesting in six equal quarterly installments beginning June 5, 2016.
(4) 7,318 of the restricted units included in this grant commenced vesting in thirteen equal quarterly installments beginning June 5, 2016.
(5) 2,834 of the restricted units included in this grant commenced vesting in fifteen equal quarterly installments beginning June 5, 2016.
(6) 1,060 of the restricted units included in this grant vested on December 5, 2016 and the remaining 7,420 will commence vesting in fourteen equal quarterly installments beginning March 5, 2017.

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