Tesla (TSLA) Form 4 Tesla / Jeffrey B Straubel ownership change

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^*

Straubel Jeffrey B

(Last) (First) (Middle)

C/O TESLA, INC.

3500 DEER CREEK ROAD

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tesla, Inc. [ TSLA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Technical Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2019

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	03/26/2019		M(1)		350	A	$30.41	306,748	D
Common Stock	03/26/2019		M(1)		7,191	A	$28.45	313,939	D
Common Stock	03/26/2019		M(1)		7,459	A	$31.49	321,398	D
Common Stock	03/26/2019		S(1)		400	D	$264.66(2)	320,998	D
Common Stock	03/26/2019		S(1)		1,900	D	$266.233(3)	319,098	D
Common Stock	03/26/2019		S(1)		6,858	D	$267.232(4)	312,240	D
Common Stock	03/26/2019		S(1)		3,842	D	$268.032(5)	308,398	D
Common Stock	03/26/2019		S(1)		1,600	D	$268.961(6)	306,798	D
Common Stock	03/26/2019		S(1)		400	D	$269.888(7)	306,398	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
Non-Qualified Stock Option (right to buy)	$28.45	03/26/2019		M			7,191	(8)	01/10/2021	Common Stock	7,191	$0.0	0	D
Non-Qualified Stock Option (right to buy)	$30.41	03/26/2019		M			350	12/12/2011(9)	12/12/2021	Common Stock	350	$0.0	0	D
Non-Qualified Stock Option (right to buy)	$31.49	03/26/2019		M			7,459	(10)	02/13/2022	Common Stock	7,459	$0.0	35,048	D

Explanation of Responses:

1. The stock option exercise and sales reported on this Form 4 were effected pursuant to a pre-determined Rule 10b5-1 trading plan adopted by the reporting person on November 12, 2018.

2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $264.440 to $264.880, inclusive. The reporting person undertakes to provide Tesla, Inc., any security holder of Tesla, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $265.690 to $266.670, inclusive. The reporting person undertakes to provide Tesla, Inc., any security holder of Tesla, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $266.710 to $267.700, inclusive. The reporting person undertakes to provide Tesla, Inc., any security holder of Tesla, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $267.730 to $268.640, inclusive. The reporting person undertakes to provide Tesla, Inc., any security holder of Tesla, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $268.730 to $269.620, inclusive. The reporting person undertakes to provide Tesla, Inc., any security holder of Tesla, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $269.770 to $270.080, inclusive. The reporting person undertakes to provide Tesla, Inc., any security holder of Tesla, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. 1,021 of the shares subject to the option became vested and exercisable on February 10, 2011 and 1/48th of the shares subject to the option became vested and exercisable each month thereafter such that all shares subject to the Option became fully vested and exercisable as of December 10, 2014.

9. 100% of the shares subject to the option are fully vested and exercisable as of the grant date.

10. 1/48th of the shares subject to the option vested on each monthly anniversary beginning on March 13, 2012, such that all shares subject to the Option became fully vested and exercisable as of December 13, 2015.

	By: Aaron Beckman, Power of Attorney For: Jeffrey B. Straubel	03/28/2019
	** Signature of Reporting Person	Date
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