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

Straubel Jeffrey B

Tesla, Inc.[ TSLA ]

(Check all applicable)

Director

10% Owner

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

X

Officer (give title

Other (specify

03/26/2019

(Last)

(First)

(Middle)

below)

below)

C/O TESLA, INC.

Chief Technical Officer

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 5)

Securities

Form: Direct

of Indirect

(Month/Day/Year)

if any

Code (Instr.

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

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

2.

3. Transaction

3A. Deemed

4.

5.

6. Date Exercisable and

7. Title and

8. Price

9. Number of

10.

11. Nature

Derivative

Conversion

Date

Execution Date,

Transaction

Number

Expiration Date

Amount of

of

derivative

Ownership

of Indirect

Security

or Exercise

(Month/Day/Year)

if any

Code (Instr.

of

(Month/Day/Year)

Securities

Derivative

Securities

Form:

Beneficial

(Instr. 3)

Price of

(Month/Day/Year)

8)

Derivative

Underlying

Security

Beneficially

Direct (D)

Ownership

Derivative

Securities

Derivative

(Instr. 5)

Owned

or Indirect

(Instr. 4)

Security

Acquired

Security (Instr. 3

Following

(I) (Instr.

(A) or

and 4)

Reported

4)

Disposed

Transaction(s)

of (D)

(Instr. 4)

(Instr. 3,

4 and 5)

Amount

or

Number

Date

Expiration

of

Code

V

(A)

(D)

Exercisable

Date

Title

Shares

Non-

Qualified

Stock

$28.45

03/26/2019

M

7,191

(8)

01/10/2021

Common

7,191

$0.0

0

D

Option

Stock

(right to

buy)

Non-

Qualified

Stock

$30.41

03/26/2019

M

350

12/12/2011(9)

12/12/2021

Common

350

$0.0

0

D

Option

Stock

(right to

buy)

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.

6. Date Exercisable and

7. Title and

8. Price

9. Number of

10.

11. Nature

Derivative

Conversion

Date

Execution Date,

Transaction

Number

Expiration Date

Amount of

of

derivative

Ownership

of Indirect

Security

or Exercise

(Month/Day/Year)

if any

Code (Instr.

of

(Month/Day/Year)

Securities

Derivative

Securities

Form:

Beneficial

(Instr. 3)

Price of

(Month/Day/Year)

8)

Derivative

Underlying

Security

Beneficially

Direct (D)

Ownership

Derivative

Securities

Derivative

(Instr. 5)

Owned

or Indirect

(Instr. 4)

Security

Acquired

Security (Instr. 3

Following

(I) (Instr.

(A) or

and 4)

Reported

4)

Disposed

Transaction(s)

of (D)

(Instr. 4)

(Instr. 3,

4 and 5)

Amount

or

Number

Date

Expiration

of

Code

V

(A)

(D)

Exercisable

Date

Title

Shares

Non-

Qualified

Stock

$31.49

03/26/2019

M

7,459

(10)

02/13/2022

Common

7,459

$0.0

35,048

D

Option

Stock

(right to

buy)

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. 03/28/2019

Straubel

** 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.