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^*

Taneja Vaibhav

(Last)

(First)

(Middle)

C/O TESLA, INC.

13101 HAROLD GREEN ROAD

(Street)

AUSTIN

78725

(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 Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/05/2022		M⁽¹⁾		7,000	A	$54.66	29,904.75	D
Common Stock	01/05/2022		S⁽¹⁾		100⁽²⁾	D	$1,084.65	29,804.75	D
Common Stock	01/05/2022		S⁽¹⁾		100⁽²⁾	D	$1,086.72	29,704.75	D
Common Stock	01/05/2022		S⁽¹⁾		260⁽²⁾	D	$1,088.348⁽³⁾	29,444.75	D
Common Stock	01/05/2022		S⁽¹⁾		100⁽²⁾	D	$1,089.68	29,344.75	D
Common Stock	01/05/2022		S⁽¹⁾		100⁽²⁾	D	$1,091.86	29,244.75	D
Common Stock	01/05/2022		S⁽¹⁾		100⁽²⁾	D	$1,093.95	29,144.75	D
Common Stock	01/05/2022		S⁽¹⁾		200⁽²⁾	D	$1,096.195⁽⁴⁾	28,944.75	D
Common Stock	01/05/2022		S⁽¹⁾		100⁽²⁾	D	$1,096.9	28,844.75	D
Common Stock	01/05/2022		S⁽¹⁾		100⁽²⁾	D	$1,101.52	28,744.75	D
Common Stock	01/05/2022		S⁽¹⁾		200⁽²⁾	D	$1,109.835⁽⁵⁾	28,544.75	D
Common Stock	01/05/2022		S⁽¹⁾		100⁽²⁾	D	$1,119.75	28,444.75	D
Common Stock	01/05/2022		S⁽¹⁾		200⁽²⁾	D	$1,125.095⁽⁶⁾	28,244.75	D
Common Stock	01/05/2022		S⁽¹⁾		100⁽²⁾	D	$1,127.43	28,144.75	D
Common Stock	01/05/2022		S⁽¹⁾		100⁽²⁾	D	$1,134.24	28,044.75	D
Common Stock	01/05/2022		S⁽¹⁾		500⁽²⁾	D	$1,135.762⁽⁷⁾	27,544.75	D
Common Stock	01/05/2022		S⁽¹⁾		300⁽²⁾	D	$1,137.173⁽⁸⁾	27,244.75	D
Common Stock	01/05/2022		S⁽¹⁾		400⁽²⁾	D	$1,138.738⁽⁹⁾	26,844.75	D
Common Stock	01/05/2022		S⁽¹⁾		300⁽²⁾	D	$1,139.67⁽¹⁰⁾	26,544.75	D
Common Stock	01/05/2022		S⁽¹⁾		200⁽²⁾	D	$1,141.145⁽¹¹⁾	26,344.75	D
Common Stock	01/05/2022		S⁽¹⁾		200⁽²⁾	D	$1,142.455⁽¹²⁾	26,144.75	D
Common Stock	01/05/2022		S⁽¹⁾		300⁽²⁾	D	$1,143.403⁽¹³⁾	25,844.75	D
Common Stock	01/05/2022		S⁽¹⁾		100⁽²⁾	D	$1,145.21	25,744.75	D
Common Stock	01/05/2022		S⁽¹⁾		340⁽²⁾	D	$1,146.924⁽¹⁴⁾	25,404.75	D
Common Stock	01/05/2022		S⁽¹⁾		300⁽²⁾	D	$1,148.05⁽¹⁵⁾	25,104.75	D
Common Stock	01/05/2022		S⁽¹⁾		100⁽²⁾	D	$1,149.45	25,004.75	D
Common Stock	01/05/2022		S⁽¹⁾		300⁽²⁾	D	$1,150.977⁽¹⁶⁾	24,704.75	D
Common Stock	01/05/2022		S⁽¹⁾		400⁽²⁾	D	$1,152.485⁽¹⁷⁾	24,304.75	D
Common Stock	01/05/2022		S⁽¹⁾		100⁽²⁾	D	$1,153.31	24,204.75	D
Common Stock	01/05/2022		S⁽¹⁾		200⁽²⁾	D	$1,154.675⁽¹⁸⁾	24,004.75	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualifed Stock Option (right to buy)	$54.66	01/05/2022		M⁽¹⁾			7,000	⁽¹⁹⁾	04/19/2029	Common Stock	7,000	$0.00	284,640	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 September 3, 2021.

2. Out of the total of 7,000 shares sold, approximately 3,301 shares were sold to cover the exercise price of, and to satisfy the reporting person's tax withholding obligations related to the exercise of stock options to purchase 7,000 shares as reported herein.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,087.960 to $1,088.590, 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.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,095.900 to $1,096.490, 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 $1,109.640 to $1,110.030, 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.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,124.780 to $1,125.410, 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.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,135.530 to $1,136.000, 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 $1,136.950 to $1,137.450, 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 $1,138.500 to $1,138.890, 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 $1,139.540 to $1,139.900, 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.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,140.840 to $1,141.450, 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 $1,142.110 to $1,142.800, 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 $1,143.330 to $1,143.480, 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 $1,146.500 to $1,147.280, 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.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,147.720 to $1,148.630, 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 $1,150.760 to $1,151.290, 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.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,152.000 to $1,152.870, 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 $1,154.380 to $1,154.970, 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. 1/8th of the shares subject to the option became vested and exercisable on September 13, 2019, and an additional 1/48th of the shares subject to the option shall become vested and exercisable each month thereafter, until fully vested on March 13, 2023.

Remarks:

This Form 4 is the first of two Form 4s being filed by the Reporting Person relating to the same event. The Form 4 has been split into two filings to cover all 37 individual transactions that occurred on the same Transaction Date, because the SEC's EDGAR filing system limits a single Form 4 to a maximum of 30 separate transactions. Each Form 4 will be filed by the Reporting Person.

	By: Aaron Beckman by Power of Attorney For: Vaibhav Taneja	01/07/2022
	** Signature of Reporting Person	Date
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