Tesla, Inc. — Director's Dealing 2017

May 10, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tesla, Inc. (TSLA)
CIK: 0001318605
Period of Report: 2017-05-08

Reporting Person: Straubel Jeffrey B (Chief Technical Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-08	Common Stock	M	109593	$14.17	Acquired	435922	Direct
2017-05-08	Common Stock	M	7057	$14.17	Acquired	442979	Direct
2017-05-08	Common Stock	M	2450	$14.17	Acquired	445429	Direct
2017-05-08	Common Stock	S	39203	$306.601	Disposed	406226	Direct
2017-05-08	Common Stock	S	45682	$307.328	Disposed	360544	Direct
2017-05-08	Common Stock	S	9234	$308.413	Disposed	351310	Direct
2017-05-08	Common Stock	S	6072	$309.461	Disposed	345238	Direct
2017-05-08	Common Stock	S	5409	$310.276	Disposed	339829	Direct
2017-05-08	Common Stock	S	400	$311.288	Disposed	339429	Direct
2017-05-09	Common Stock	S	100	$318.79	Disposed	339329	Direct
2017-05-09	Common Stock	S	1074	$319.664	Disposed	338255	Direct
2017-05-09	Common Stock	S	1500	$320.813	Disposed	336755	Direct
2017-05-09	Common Stock	S	426	$321.475	Disposed	336329	Direct
2017-05-09	Common Stock	M	4209	$28.45	Acquired	340538	Direct
2017-05-09	Common Stock	M	7493	$31.49	Acquired	348031	Direct
2017-05-09	Common Stock	M	270	$249.92	Acquired	348301	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-09	Incentive Stock Option (right to buy)	$28.45	M	4209	Disposed	2021-01-10	Common Stock (4209)	Direct
2017-05-09	Incentive Stock Option (right to buy)	$31.49	M	7493	Disposed	2022-02-13	Common Stock (7493)	Direct
2017-05-09	Incentive Stock Option (right to buy)	$249.92	M	270	Disposed	2026-04-11	Common Stock (270)	Direct
2017-05-08	Non-Qualified Stock Option (right to buy)	$14.17	M	2450	Disposed	2017-06-11	Common Stock (2450)	Direct
2017-05-08	Non-Qualified Stock Option (right to buy)	$14.17	M	109593	Disposed	2017-06-11	Common Stock (109593)	Direct
2017-05-08	Non-Qualified Stock Option (right to buy)	$14.17	M	7057	Disposed	2017-06-11	Common Stock (7057)	Direct

Footnotes

F1: On May 8, 2017, the reporting person exercised long held stock options to purchase 119,100 shares of Tesla's common stock. These stock options were set to expire on June 11, 2017 if left unexercised. On May 9, 2017, the reporting person exercised additional stock options to purchase 11,972 shares of Tesla common stock. In connection with these exercises, the reporting person incurred significant exercise costs and tax liability. A substantial portion of the shares sold pursuant to transactions reported on this Form 4 was used to cover such exercise costs and tax liability. The net effect of the transactions reported on this Form 4 is to increase the reporting person's holdings in Tesla by 22,064 shares.

F2: Amount of securities beneficially owned includes 92 shares acquired under the Tesla, Inc. Employee Stock Purchase Plan on February 28, 2017.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $305.99 to $306.98, 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 for this in this footnote.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $306.99 to $307.98, 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 for this in this footnote.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $307.99 to $308.98, 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 for this in this footnote.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $308.99 to $309.98, 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 for this in this footnote.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $309.99 to $310.95, 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 for this in this footnote.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $311.00 to $311.46, 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 for this in this footnote.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $319.20 to $320.04, 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 for this in this footnote.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $320.24 to $321.24, 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 for this in this footnote.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $321.32 to $321.64, 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 for this in this footnote.

F12: 1/48th of the shares subject to the option will vest on each monthly anniversary of the grant date, so that all such shares will be vested as of the fourth anniversary of the grant date.

F13: 1/8th of the shares subject to the option became vested and exercisable on October 11, 2016 and 1/48th of the shares subject to the option shall become vested and exercisable every month thereafter.

F14: 1/48th of the shares subject to the option become vested and exercisable on July 3, 2010 and each month thereafter.

F15: Shares subject to the option become vested and exercisable upon the Issuer's achievement of certain performance objectives set forth in the option agreement.