Tesla, Inc. — Director's Dealing 2020

Aug 4, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tesla, Inc. (TSLA)
CIK: 0001318605
Period of Report: 2020-07-30

Reporting Person: DENHOLM ROBYN M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-07-30	Common Stock	M	13333	$259.94	Acquired	14333	Direct
2020-07-30	Common Stock	M	12000	$259.94	Acquired	26333	Direct
2020-07-30	Common Stock	M	834	$259.94	Acquired	27167	Direct
2020-07-30	Common Stock	S	500	$1474.316	Disposed	26667	Direct
2020-07-30	Common Stock	S	500	$1475.636	Disposed	26167	Direct
2020-07-30	Common Stock	S	1275	$1476.954	Disposed	24892	Direct
2020-07-30	Common Stock	S	1200	$1478.467	Disposed	23692	Direct
2020-07-30	Common Stock	S	1410	$1479.309	Disposed	22282	Direct
2020-07-30	Common Stock	S	1110	$1480.338	Disposed	21172	Direct
2020-07-30	Common Stock	S	1975	$1481.538	Disposed	19197	Direct
2020-07-30	Common Stock	S	2200	$1482.275	Disposed	16997	Direct
2020-07-30	Common Stock	S	914	$1483.271	Disposed	16083	Direct
2020-07-30	Common Stock	S	1051	$1484.471	Disposed	15032	Direct
2020-07-30	Common Stock	S	1000	$1485.491	Disposed	14032	Direct
2020-07-30	Common Stock	S	1200	$1486.753	Disposed	12832	Direct
2020-07-30	Common Stock	S	912	$1487.772	Disposed	11920	Direct
2020-07-30	Common Stock	S	171	$1489.239	Disposed	11749	Direct
2020-07-30	Common Stock	S	400	$1490.12	Disposed	11349	Direct
2020-07-30	Common Stock	S	500	$1491.182	Disposed	10849	Direct
2020-07-30	Common Stock	S	1350	$1492.221	Disposed	9499	Direct
2020-07-30	Common Stock	S	800	$1493.745	Disposed	8699	Direct
2020-07-30	Common Stock	S	800	$1494.94	Disposed	7899	Direct
2020-07-30	Common Stock	S	700	$1495.981	Disposed	7199	Direct
2020-07-30	Common Stock	S	1209	$1497.523	Disposed	5990	Direct
2020-07-30	Common Stock	S	700	$1498.161	Disposed	5290	Direct
2020-07-30	Common Stock	S	790	$1499.783	Disposed	4500	Direct
2020-07-30	Common Stock	S	1400	$1500.854	Disposed	3100	Direct
2020-07-30	Common Stock	S	1400	$1501.816	Disposed	1700	Direct
2020-07-30	Common Stock	S	700	$1503.486	Disposed	1000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-07-30	Non-Qualified Stock Option (right to buy)	$259.94	M	13333	Disposed	2021-08-18	Common Stock (13333)	Direct
2020-07-30	Non-Qualified Stock Option (right to buy)	$259.94	M	12000	Disposed	2021-08-18	Common Stock (12000)	Direct
2020-07-30	Non-Qualified Stock Option (right to buy)	$259.94	M	834	Disposed	2021-08-18	Common Stock (834)	Direct

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on May 15, 2020 and established by the reporting person for the purpose of an orderly liquidation of options scheduled to expire in 2021.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,473.940 to $1,474.660, 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.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,475.010 to $1,475.950, 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.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,476.510 to $1,477.340, 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.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,478.010 to $1,478.810, 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.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,479.010 to $1,480.000, 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.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,480.010 to $1,481.000, 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.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,481.010 to $1,482.000, 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.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,482.010 to $1,483.000, 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.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,483.010 to $1,483.640, 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.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,484.010 to $1,485.000, 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.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,485.010 to $1,485.890, 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.

F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,486.240 to $1,487.160, 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.

F14: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,487.250 to $1,488.000, 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.

F15: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,488.660 to $1,489.650, 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.

F16: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,489.700 to $1,490.580, 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.

F17: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,491.030 to $1,491.770, 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.

F18: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,492.030 to $1,492.550, 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.

F19: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,493.240 to $1,494.060, 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.

F20: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,494.350 to $1,495.200, 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.

F21: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,495.840 to $1,496.130, 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.

F22: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,496.950 to $1,497.930, 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.

F23: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,497.960 to $1,498.540, 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.

F24: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,499.300 to $1,500.060, 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.

F25: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,500.690 to $1,501.510, 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.

F26: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,501.720 to $1,502.480, 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.

F27: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,503.285 to $1,503.770, 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.

F28: Pursuant to the Issuer's Outside Director Compensation Policy, this equity award was granted to the reporting person on August 18, 2014 in connection with her appointment to the issuer's Board of Directors. 1/4th of the shares subject to the award vested August 11, 2015 and 1/48th of the shares subject to the award vested on the same day of each month for the next three years such that all shares subject to the award were fully vested and exercisable on August 11, 2018.

F29: Pursuant to the Issuer's Outside Director Compensation Policy, these equity awards were granted to the reporting person on August 18, 2014 in connection with her service on the committees of the issuer's Board of Directors. 1/36th of the shares subject to the award became vested and exercisable on September 18, 2014 and on the same day of each month for the next three years such that all shares subject to the award were fully vested and exercisable on August 18, 2017.