Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
TESLA MOTORS INC
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

1050 BING STREET

SAN CARLOS, CA 94070
Phone Number: subscription required

Item 3. Related Persons

Name
ELON MUSK
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
  • PROMOTER
Clarification of Response

Item 3. Related Persons

Name
DEEPAK AHUJA
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
KIMBAL MUSK
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
STEVE WESTLY
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
IRA EHRENPREIS
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
ANTONIO J GRACIAS
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
HERBERT KOHLER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 4. Industry Group

MANUFACTURING

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
DECLINE TO DISCLOSE

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
05/11/2009

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Equity
  • Option, Warrant or Other Right to Acquire Another Security

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 13. Offering and Sales Amounts

Total Offering Amount
136224671
Total Amount Sold
136224671
Total Remaining to be Sold
0
Clarification of Response
OFFERING AMOUNT INCLUDES $50,000,001 IN CASH PROCEEDS AND $86,224,670 OF CANCELLED INDEBTEDNESS. THE OFFERING AMOUNT DOES NOT INCLUDE PROCEEDS, IF ANY, TO BE RECEIVED ON EXERCISE OF WARRANTS.

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
55

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response

Signature and Submission

Issuer Name
TESLA MOTORS INC
Issuer Signature
/S/ CRAIG HARDING
Signer Name
CRAIG HARDING
Signer Title
GENERAL COUNSEL AND SECRETARY
Signature Date
05/19/2009

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