Tesla : Initial filing by director officer or owner of more than ten percent.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

OMB APPROVAL

Washington, D.C. 20549

OMB Number:

3235-0104

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF

Estimated average burden

hours per response:

0.5

SECURITIES

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. Date of Event Requiring

3. Issuer Name and Ticker or Trading Symbol

Baglino Andrew D

Statement

Tesla, Inc.[ TSLA ]

(Month/Day/Year)

10/01/2019

4. Relationship of Reporting Person(s) to Issuer

5. If Amendment, Date of Original Filed

(Last)

(First)

(Middle)

(Check all applicable)

(Month/Day/Year)

C/O TESLA, INC.

Director

10% Owner

6. Individual or Joint/Group Filing (Check

Officer (give title

Other (specify

3500 DEER CREEK ROAD

X

Applicable Line)

below)

below)

X Form filed by One Reporting Person

SVP Powertrain and Energy Eng.

Form filed by More than One

(Street)

Reporting Person

PALO ALTO CA

94304

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1. Title of Security (Instr. 4)

2. Amount of Securities

3. Ownership

4. Nature of Indirect Beneficial Ownership

Beneficially Owned (Instr. 4)

Form: Direct (D)

(Instr. 5)

or Indirect (I)

(Instr. 5)

Common Stock

3,654

D

Table II - Derivative Securities Beneficially Owned

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

1. Title of Derivative Security (Instr. 4)

2. Date Exercisable and

3. Title and Amount of Securities

4.

5.

6. Nature of Indirect

Expiration Date

Underlying Derivative Security (Instr. 4)

Conversion

Ownership

Beneficial Ownership

(Month/Day/Year)

or Exercise

Form:

(Instr. 5)

Price of

Direct (D)

Amount

Derivative

or Indirect

or

Security

(I) (Instr. 5)

Number

Date

Expiration

of

Exercisable

Date

Title

Shares

Incentive Stock Option (right to buy)

(1)

01/11/2026

Common Stock

979

207.85

D

Incentive Stock Option (right to buy)

(2)

03/19/2028

Common Stock

954

313.56

D

Incentive Stock Option (right to buy)

(3)

10/16/2028

Common Stock

3

276.59

D

Incentive Stock Option (right to buy)

(4)

07/19/2029

Common Stock

387

258.18

D

Non-Qualified Stock Option (right to buy)

(5)

11/10/2024

Common Stock

7,018

241.93

D

Non-Qualified Stock Option (right to buy)

(1)

01/11/2026

Common Stock

9,335

207.85

D

Non-Qualified Stock Option (right to buy)

(2)

03/19/2028

Common Stock

14,046

313.56

D

Non-Qualified Stock Option (right to buy)

(3)

10/16/2028

Common Stock

10,337

276.59

D

Non-Qualified Stock Option (right to buy)

(4)

07/19/2029

Common Stock

41,725

258.18

D

Restricted Stock Unit

(6)

(6)

Common Stock

1,104

0.0

D

Restricted Stock Unit

(7)

(7)

Common Stock

1,847

0.0

D

Restricted Stock Unit

(8)

(8)

Common Stock

2,930

0.0

D

Explanation of Responses:

1. Represents a single option award grant with respect to 26,479 total shares initially. 1/48th of the total shares subject to the option became vested and exercisable on February 11, 2016 and 1/48th of the shares subject to the option become vested and exercisable on each monthly anniversary thereafter.
2. Represents a single option award grant with respect to 15,000 total shares initially. 1/60th of the total shares subject to the option became vested and exercisable on March 27, 2018 and 1/60th of the shares subject to the option become vested and exercisable on each monthly anniversary thereafter.
3. Represents a single option award grant with respect to 10,340 total shares initially. 1/60th of the total shares subject to the option became vested and exercisable on November 1, 2018 and 1/60th of the shares subject to the option become vested and exercisable on each monthly anniversary thereafter.
4. Represents a single option award grant with respect to 42,112 total shares initially. 1/60th of the total shares subject to the option became vested and exercisable on July 24, 2019 and 1/60th of the shares subject to the option become vested and exercisable on each monthly anniversary thereafter.
5. Shares subject to the option become vested and exercisable upon the Issuer's achievement of certain performance objectives set forth in the option agreement.
6. 1/16th of the total 8,827 restricted stock units initially subject to this award vested on June 5, 2016, and 1/16th of the total units initially subject to this award vest every three months thereafter, so that all such shares subject to this award will be fully vested as of March 5, 2020.

1. 1/16th of the 2,954 total restricted stock units initially subject to this award vested on June 5, 2018, and 1/16th of the total units initially subject to this award vest every three months thereafter, so that all such shares subject to this award will be fully vested as of March 5, 2022.
2. 1/20th of the 3,447 total restricted stock units initially subject to this award vested on March 5, 2019, and 1/20th of the total units initially subject to this award vest every three months thereafter, so that all such shares subject to this award will be fully vested as of December 5, 2023.

By: Aaron Beckman, Power of

Attorney For: Andrew D. 10/11/2019

Baglino

** 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 5 (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.

LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE

The undersigned, as an Officer of Tesla, Inc. (the "Company"), hereby constitutes and appoints Jonathan Chang, Yun Huh, Aaron Beckman and each of them, the undersigned's true and lawful attorney-in-fact and agent to complete and execute such Forms 144, Forms 3, 4 and 5 and other forms as such attorney shall in his discretion determine to be required or advisable pursuant to Rule 144 promulgated under the Securities Act of 1933 (as amended), Section 16 of the Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned's ownership, acquisition or disposition of securities of the Company, and to do all acts necessary in order to file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorney shall deem appropriate. The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company unless earlier revoked by the undersigned in a writing delivered to the foregoing attorneys-in-fact.

This Limited Power of Attorney is executed at 47700 Kato Road, CA 94538, as of the date set forth below.

/s/Andrew D. Baglino

WITNESS

Aaron Beckman September 27, 2019