SEC FORM 4 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*
Straubel Jeffrey B

(Last) (First) (Middle)
C/O TESLA, INC.
3500 DEER CREEK ROAD

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Tesla, Inc. [ TSLA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Technical Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/28/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 12/28/2018 M(1) 5,000 A $20.72 311,398 D
Common Stock 12/28/2018 M(1) 8,600 A $28.45 319,998 D
Common Stock 12/28/2018 M(1) 350 A $27.25 320,348 D
Common Stock 12/28/2018 M(1) 350 A $23.25 320,698 D
Common Stock 12/28/2018 M(1) 700 A $29.12 321,398 D
Common Stock 12/28/2018 S(1) 400 D $319.635(2) 320,998 D
Common Stock 12/28/2018 S(1) 500 D $320.748(3) 320,498 D
Common Stock 12/28/2018 S(1) 864 D $322.014(4) 319,634 D
Common Stock 12/28/2018 S(1) 7,500 D $323.23(5) 312,134 D
Common Stock 12/28/2018 S(1) 607 D $324.103(6) 311,527 D
Common Stock 12/28/2018 S(1) 700 D $325.497(7) 310,827 D
Common Stock 12/28/2018 S(1) 300 D $326.66(8) 310,527 D
Common Stock 12/28/2018 S(1) 300 D $328.703(9) 310,227 D
Common Stock 12/28/2018 S(1) 700 D $330.523(10) 309,527 D
Common Stock 12/28/2018 S(1) 1,000 D $331.477(11) 308,527 D
Common Stock 12/28/2018 S(1) 800 D $332.568(12) 307,727 D
Common Stock 12/28/2018 S(1) 1,029 D $333.691(13) 306,698 D
Common Stock 12/28/2018 S(1) 300 D $334.893(14) 306,398 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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) $20.72 12/28/2018 M 5,000 (15) 09/13/2020 Common Stock 5,000 $0.0 0 D
Non-Qualified Stock Option (right to buy) $23.25 12/28/2018 M 350 (16) 03/14/2021 Common Stock 350 $0.0 0 D
Non-Qualified Stock Option (right to buy) $27.25 12/28/2018 M 350 (17) 01/09/2022 Common Stock 350 $0.0 0 D
Non-Qualified Stock Option (right to buy) $28.45 12/28/2018 M 8,600 (18) 01/10/2021 Common Stock 8,600 $0.0 37,191 D
Non-Qualified Stock Option (right to buy) $29.12 12/28/2018 M 700 (19) 06/11/2022 Common Stock 700 $0.0 0 D
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 $319.15 to $319.97, 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 $320.31 to $321.17, 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 $321.50 to $322.45, 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 $322.65 to $323.47, 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 $323.69 to $324.68, 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 $325.17 to $325.90, 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 $326.23 to $327.20, 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 $328.60 to $328.87, 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 $330.00 to $330.87, 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 $331.07 to $332.04, 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 $332.10 to $332.99, 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 $333.24 to $334.22, 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 $334.38 to $335.28, 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. 1/4th of the shares subject to the option became equally vested and exercisable on each of January 21, 2011, October 1, 2011, September 12, 2012, and June 4, 2013.
16. 100% of the shares subject to the option became vested and exercisable on March 14, 2011.
17. 100% of the shares subject to the option became vested and exercisable on January 9, 2012.
18. 1,041 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 by January 10, 2015.
19. 100% of the shares subject to the option became vested and exercisable on June 11, 2012.
By: Aaron Beckman, Power of Attorney For: Jeffrey B Straubel 01/02/2019
** 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.
LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE
The undersigned, as an Officer of Tesla, Inc. (the "Company"), 
hereby constitutes and appoints Dane Butswinkas, 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 3500 Deer Creek 
Road, Palo Alto CA 94304, as of the date set forth below.
/s/Jeffrey B Straubel
WITNESS
Aaron Beckman
January 2, 2019