Tesla, Inc. — Director's Dealing 2020

Feb 25, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tesla, Inc. (TSLA)
CIK: 0001318605
Period of Report: 2020-02-20

Reporting Person: Gracias Antonio J. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-20	Common Stock	M	25000	$261.89	Acquired	25509	Direct
2020-02-20	Common Stock	M	25500	$250.69	Acquired	51009	Direct
2020-02-20	Common Stock	M	13458	$342.77	Acquired	64467	Direct
2020-02-20	Common Stock	M	13194	$370.83	Acquired	77661	Direct
2020-02-20	Common Stock	S	300	$883.827	Disposed	77361	Direct
2020-02-20	Common Stock	S	1584	$885.161	Disposed	75777	Direct
2020-02-20	Common Stock	S	2516	$886.054	Disposed	73261	Direct
2020-02-20	Common Stock	S	5218	$887.162	Disposed	68043	Direct
2020-02-20	Common Stock	S	5307	$888.208	Disposed	62736	Direct
2020-02-20	Common Stock	S	4417	$889.22	Disposed	58319	Direct
2020-02-20	Common Stock	S	7677	$890.192	Disposed	50642	Direct
2020-02-20	Common Stock	S	11608	$891.245	Disposed	39034	Direct
2020-02-20	Common Stock	S	9621	$892.213	Disposed	29413	Direct
2020-02-20	Common Stock	S	3404	$893.271	Disposed	26009	Direct
2020-02-20	Common Stock	S	700	$894.113	Disposed	25309	Direct
2020-02-20	Common Stock	S	1215	$895.297	Disposed	24094	Direct
2020-02-20	Common Stock	S	2651	$896.464	Disposed	21443	Direct
2020-02-20	Common Stock	S	4915	$897.561	Disposed	16528	Direct
2020-02-20	Common Stock	S	10997	$898.385	Disposed	5531	Direct
2020-02-20	Common Stock	S	4922	$899.431	Disposed	609	Direct
2020-02-20	Common Stock	S	100	$900.05	Disposed	509	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-20	Non-Qualified Stock Option (right to buy)	$250.69	M	25500	Disposed	2022-06-12	Common Stock (25500)	Direct
2020-02-20	Non-Qualified Stock Option (right to buy)	$261.89	M	25000	Disposed	2022-06-18	Common Stock (25000)	Direct
2020-02-20	Non-Qualified Stock Option (right to buy)	$342.77	M	13458	Disposed	2025-06-12	Common Stock (13458)	Direct
2020-02-20	Non-Qualified Stock Option (right to buy)	$370.83	M	13194	Disposed	2025-06-18	Common Stock (13194)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	268857	Indirect

Footnotes

F1: The shares shown in this Form 4 as held by the reporting person and AJG Growth Fund LLC reflect the transfer of certain shares previously held by Valor Equity Management II, LP, of which the reporting person is the manager, and which shares were also previously attributed to the reporting person.

F2: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $883.790 to $883.880, 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 $884.580 to $885.560, 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 $885.605 to $886.600, 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 $886.660 to $887.650, 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.

F6: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $887.730 to $888.720, 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 $888.745 to $889.740, 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 $889.750 to $890.730, 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 $890.755 to $891.720, 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 $891.760 to $892.750, 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 $892.760 to $893.750, 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 $893.790 to $894.740, 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 $894.880 to $895.630, 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.

F14: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $896.000 to $896.970, 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.

F15: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $897.000 to $897.960, 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 $898.000 to $898.985, 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 $899.000 to $899.960, 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: These shares are owned directly by AJG Growth Fund LLC. The reporting person is the manager of AJG Growth Fund LLC and may be deemed to have an indirect pecuniary interest in the shares owned by AJG Growth Fund LLC. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

F19: This stock option award is a triennial equity award granted pursuant to the Company's 2010 Equity Incentive Plan and Outside Director Compensation Policy. 1/36th of the shares granted became vested and exercisable as of each monthly anniversary of June 12, 2015, such that all shares subject to the Option became fully vested and exercisable by June 12, 2018.

F20: This stock option award is a triennial equity award granted pursuant to the Company's 2010 Equity Incentive Plan and Outside Director Compensation Policy. 1/36th of the shares granted became vested and exercisable as of each monthly anniversary of June 18, 2015, such that all shares subject to the Option became fully vested and exercisable by June 18, 2018.

F21: This stock option award is a triennial equity award granted pursuant to the Company's 2010 Equity Incentive Plan and Outside Director Compensation Policy. 1/36th of the shares granted shall become vested and exercisable as of each monthly anniversary beginning on June 12, 2018, such that all shares subject to the Option shall be fully vested and exercisable by June 12, 2021.

F22: This stock option award is a triennial equity award granted pursuant to the Company's 2010 Equity Incentive Plan and Outside Director Compensation Policy. 1/36th of the shares granted shall become vested and exercisable as of each monthly anniversary beginning on June 18, 2018, such that all shares subject to the Option shall be fully vested and exercisable by June 18, 2021.