Tesla : Statement of changes in beneficial ownership of securities

SEC Form 4

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
OMB APPROVAL
Washington, D.C. 20549
OMB Number:	3235-0287
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP	Estimated average burden
hours per response:	0.5

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934

or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person*

2. Issuer Name and Ticker or Trading Symbol

5. Relationship of Reporting Person(s) to Issuer

Musk Elon

Tesla, Inc.[ TSLA ]

(Check all applicable)

X

Director

X

10% Owner

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

X

Officer (give title

Other (specify

05/20/2019

(Last)

(First)

(Middle)

below)

below)

C/O TESLA, INC.

CEO

3500 DEER CREEK ROAD

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable

Line)

(Street)

X

Form filed by One Reporting Person

PALO ALTO

CA

94304

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

2A. Deemed

3.

4. Securities Acquired (A) or

5. Amount of

6. Ownership

7. Nature

Date

Execution Date,

Transaction

Disposed Of (D) (Instr. 3, 4 and

Securities

Form: Direct

of Indirect

(Month/Day/Year)

if any

Code (Instr.

5)

Beneficially

(D) or

Beneficial

(Month/Day/Year)

8)

Owned

Indirect (I)

Ownership

Following

(Instr. 4)

(Instr. 4)

Code

V

Amount

(A) or

Price

Reported

Transaction(s)

(D)

(Instr. 3 and 4)

Common Stock

05/20/2019

M(1)

175,000

A

$31.17

34,102,560

I

by

Trust(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of

2.

3. Transaction

3A. Deemed

4.

5. Number

6. Date Exercisable and

7. Title and

8. Price

9. Number of

10.

11. Nature

Derivative

Conversion

Date

Execution Date,

Transaction

of

Expiration Date

Amount of

of

derivative

Ownership

of Indirect

Security

or Exercise

(Month/Day/Year)

if any

Code (Instr.

Derivative

(Month/Day/Year)

Securities

Derivative

Securities

Form:

Beneficial

(Instr. 3)

Price of

(Month/Day/Year)

8)

Securities

Underlying

Security

Beneficially

Direct (D)

Ownership

Derivative

Acquired

Derivative Security

(Instr. 5)

Owned

or Indirect

(Instr. 4)

Security

(A) or

(Instr. 3 and 4)

Following

(I) (Instr.

Disposed

Reported

4)

of (D)

Transaction(s)

(Instr. 3, 4

(Instr. 4)

and 5)

Amount

or

Number

Date

Expiration

of

Code

V

(A)

(D)

Exercisable

Date

Title

Shares

Non-

Qualified

Stock

$31.17

05/20/2019

M

175,000

(3)

08/13/2022

Common

175,000

$0.0

5,099,901

D

Option

Stock

(right to

buy)

Explanation of Responses:

1. Represents an exercise of options for which the reporting person paid the related exercise price to the Issuer in cash. No shares were sold by the reporting person to generate funds to pay the exercise price or underlying tax obligations, totaling approximately $20.4 million.
2. The Elon Musk Revocable Trust dated July 22, 2003, for which the reporting person is trustee.
3. Effective August 13, 2012, the reporting person was granted an option to purchase 5,274,901 shares of common stock. 1/10 of the total number of shares subject to this option became and will become vested and exercisable each time: (i) the Issuer's market capitalization increases by $4.0 billion above the initially measured market capitalization of $3.2 billion; and (ii) one of 10 specified performance milestones relating to the development of the Issuer's Model X and Model 3 vehicles and our total production of vehicles is attained, subject to the reporting person's continued service to us at each such vesting event. If any shares have not vested by the end of the term of the option, they will be forfeited and the reporting person will not realize the value of such shares. As of the date of this filing, 4,572,410 of the shares remaining subject to this option are vested and 527,491 of the shares are unvested.

By: Aaron Beckman, by Power 05/21/2019

of Attorney For: Elon R. Musk

** 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.