Tesla, Inc. — Director's Dealing 2019

May 21, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tesla, Inc. (TSLA)
CIK: 0001318605
Period of Report: 2019-05-20

Reporting Person: Musk Elon (Director, CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-20	Common Stock	M	175000	$31.17	Acquired	34102560	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-20	Non-Qualified Stock Option (right to buy)	$31.17	M	175000	Disposed	2022-08-13	Common Stock (175000)	Direct

Footnotes

F1: Represents an exercise of options for which the reporting person paid the related exercise price to the Issuer in cash. No shares were sold by the reporting person to generate funds to pay the exercise price or underlying tax obligations, totaling approximately $20.4 million.

F2: The Elon Musk Revocable Trust dated July 22, 2003, for which the reporting person is trustee.

F3: Effective August 13, 2012, the reporting person was granted an option to purchase 5,274,901 shares of common stock. 1/10 of the total number of shares subject to this option became and will become vested and exercisable each time: (i) the Issuer's market capitalization increases by $4.0 billion above the initially measured market capitalization of $3.2 billion; and (ii) one of 10 specified performance milestones relating to the development of the Issuer's Model X and Model 3 vehicles and our total production of vehicles is attained, subject to the reporting person's continued service to us at each such vesting event. If any shares have not vested by the end of the term of the option, they will be forfeited and the reporting person will not realize the value of such shares. As of the date of this filing, 4,572,410 of the shares remaining subject to this option are vested and 527,491 of the shares are unvested.