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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Tesla, Inc. [ TSLA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 11/22/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 11/22/2019 | M(1) | 13,889 | A | $261.89 | 13,889 | D | |||
Common Stock | 11/22/2019 | M(1) | 3,334 | A | $250.69 | 17,223 | D | |||
Common Stock | 11/22/2019 | S(1) | 17,223 | D | $332.444(2) | 0 | D | |||
Common Stock | 43 | I | by DFJ Fd X Part LP(3) | |||||||
Common Stock | 52,100 | I | by Trust(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | $250.69 | 11/22/2019 | M | 3,334 | (5) | 06/12/2022 | Common Stock | 3,334 | $0.0 | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $261.89 | 11/22/2019 | M | 13,889 | (6) | 06/18/2022 | Common Stock | 13,889 | $0.0 | 0 | D |
Explanation of Responses: |
1. The transactions reported herein were completed pursuant to an agreement with and for the benefit of Draper Fisher Jurvetson, of which the reporting person was formerly a managing director. All proceeds of the sale reported herein have been transferred to Draper Fisher Jurvetson. |
2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $331.98 to $332.74, inclusive. The reporting person undertakes to provide Tesla, any security holder of Tesla or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
3. These shares are owned directly by Draper Fisher Jurvetson Fund X Partners, L.P. The reporting person was formerly a managing director of the general partner entities of these funds that directly hold shares and as such the reporting person may have been deemed to have voting and investment power with respect to such shares. The reporting person disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein. |
4. These shares are owned by the Steve Jurvetson TR UA 1/29/19 Future Venture Living Trust. Reflects a prior transfer of 52,100 shares to the reporting person's former wife pursuant to a divorce decree. |
5. This stock option award is a triennial equity award granted pursuant to the Company's 2010 Equity Incentive Plan and Outside Director Compensation Policy. 1/36th of the shares granted became vested and exercisable as of each monthly anniversary of June 12, 2015, such that all shares subject to the Option became fully vested and exercisable by June 12, 2018. |
6. This stock option award is a triennial equity award granted pursuant to the Company's 2010 Equity Incentive Plan and Outside Director Compensation Policy. 1/36th of the shares granted became vested and exercisable as of each monthly anniversary of June 18, 2015, such that all shares subject to the Option became fully vested and exercisable by June 18, 2018. |
By: Aaron Beckman, Power of Attorney For: Stephen T. Jurvetson | 11/26/2019 | |
** 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. |