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) 06/01/2022 | ||||||||||||||||||||||||||
| 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 | 06/01/2022 | M(1) | 25,000 | A | $52.38 | 30,000 | D | |||
| Common Stock | 06/01/2022 | S(1) | 323 | D | $739.977(2) | 29,677 | D | |||
| Common Stock | 06/01/2022 | S(1) | 200 | D | $741.43(3) | 29,477 | D | |||
| Common Stock | 06/01/2022 | S(1) | 400 | D | $743.33(4) | 29,077 | D | |||
| Common Stock | 06/01/2022 | S(1) | 694 | D | $744.756(5) | 28,383 | D | |||
| Common Stock | 06/01/2022 | S(1) | 200 | D | $745.975(6) | 28,183 | D | |||
| Common Stock | 06/01/2022 | S(1) | 800 | D | $747.029(7) | 27,383 | D | |||
| Common Stock | 06/01/2022 | S(1) | 1,000 | D | $748.522(8) | 26,383 | D | |||
| Common Stock | 06/01/2022 | S(1) | 200 | D | $749.155(9) | 26,183 | D | |||
| Common Stock | 06/01/2022 | S(1) | 400 | D | $751.08(10) | 25,783 | D | |||
| Common Stock | 06/01/2022 | S(1) | 400 | D | $751.915(11) | 25,383 | D | |||
| Common Stock | 06/01/2022 | S(1) | 423 | D | $753.358(12) | 24,960 | D | |||
| Common Stock | 06/01/2022 | S(1) | 10,868 | D | $755.115(13) | 14,092 | D | |||
| Common Stock | 06/01/2022 | S(1) | 400 | D | $755.848(14) | 13,692 | D | |||
| Common Stock | 06/01/2022 | S(1) | 200 | D | $757.075(15) | 13,492 | D | |||
| Common Stock | 06/01/2022 | S(1) | 200 | D | $758.255(16) | 13,292 | D | |||
| Common Stock | 06/01/2022 | S(1) | 300 | D | $760.957(17) | 12,992 | D | |||
| Common Stock | 06/01/2022 | S(1) | 800 | D | $762.48(18) | 12,192 | D | |||
| Common Stock | 06/01/2022 | S(1) | 500 | D | $763.222(19) | 11,692 | D | |||
| Common Stock | 06/01/2022 | S(1) | 900 | D | $764.592(20) | 10,792 | D | |||
| Common Stock | 06/01/2022 | S(1) | 1,600 | D | $765.659(21) | 9,192 | D | |||
| Common Stock | 06/01/2022 | S(1) | 1,248 | D | $766.63(22) | 7,944 | D | |||
| Common Stock | 06/01/2022 | S(1) | 1,200 | D | $767.768(23) | 6,744 | D | |||
| Common Stock | 06/01/2022 | S(1) | 600 | D | $768.743(24) | 6,144 | D | |||
| Common Stock | 06/01/2022 | S(1) | 100 | D | $769.8 | 6,044 | D | |||
| Common Stock | 06/01/2022 | S(1) | 1,044 | D | $771.403(25) | 5,000 | D | |||
| 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) | $52.38 | 06/01/2022 | M(1) | 25,000 | (26) | 06/18/2022 | Common Stock | 25,000 | $0.0 | 0 | D | ||||
| Explanation of Responses: |
| 1. THE TRANSACTIONS REPORTED ON THIS FORM 4 WERE AUTOMATICALLY EFFECTED PURSUANT TO A RULE 10B5-1 TRADING PLAN PREVIOUSLY ADOPTED ON NOVEMBER 5, 2021 AND ESTABLISHED BY THE REPORTING PERSON FOR THE PURPOSE OF AN ORDERLY LIQUIDATION OF OPTIONS SCHEDULED TO EXPIRE IN 2022. |
| 2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $739.570 to $740.560, 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 $741.030 to $741.830, 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 $742.840 to $743.670, 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. |
| 5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $744.360 to $745.280, 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 $745.640 to $746.310, 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 $746.716 to $747.610, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $747.737 to $748.729, 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. |
| 9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $748.800 to $749.510, 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. |
| 10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $750.550 to $751.390, 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. |
| 11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $751.750 to $752.044, 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. |
| 12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $753.010 to $753.980, 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. |
| 13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $754.292 to $755.160, 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. |
| 14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $755.510 to $756.040, 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. |
| 15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $756.860 to $757.290, 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. |
| 16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $758.100 to $758.410, 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. |
| 17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $760.450 to $761.400, 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. |
| 18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $761.980 to $762.920, 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. |
| 19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $762.980 to $763.590, 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. |
| 20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $764.060 to $764.980, 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. |
| 21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $765.270 to $766.120, 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. |
| 22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $766.320 to $767.170, 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. |
| 23. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $767.390 to $768.280, 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. |
| 24. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $768.400 to $769.030, 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. |
| 25. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $771.270 to $771.900, 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. |
| 26. 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 award became fully vested and exercisable by June 18, 2018. |
| By: Aaron Beckman, Power of Attorney For: Robyn M. Denholm | 06/03/2022 | |
| ** 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. | ||