Tesla, Inc. — Director's Dealing 2021

Dec 22, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tesla, Inc. (TSLA)
CIK: 0001318605
Period of Report: 2021-12-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-21	Common Stock	M	2088955	$6.24	Acquired	2088955	Direct
2021-12-21	Common Stock	S	3400	$886.69	Disposed	2085555	Direct
2021-12-21	Common Stock	S	1900	$888.313	Disposed	2083655	Direct
2021-12-21	Common Stock	S	5948	$889.422	Disposed	2077707	Direct
2021-12-21	Common Stock	S	5778	$890.495	Disposed	2071929	Direct
2021-12-21	Common Stock	S	6753	$891.921	Disposed	2065176	Direct
2021-12-21	Common Stock	S	10400	$892.81	Disposed	2054776	Direct
2021-12-21	Common Stock	S	16465	$893.659	Disposed	2038311	Direct
2021-12-21	Common Stock	S	24576	$894.789	Disposed	2013735	Direct
2021-12-21	Common Stock	S	29398	$895.785	Disposed	1984337	Direct
2021-12-21	Common Stock	S	21159	$896.683	Disposed	1963178	Direct
2021-12-21	Common Stock	S	20375	$898.026	Disposed	1942803	Direct
2021-12-21	Common Stock	S	25788	$898.861	Disposed	1917015	Direct
2021-12-21	Common Stock	S	12728	$899.925	Disposed	1904287	Direct
2021-12-21	Common Stock	S	5010	$900.894	Disposed	1899277	Direct
2021-12-21	Common Stock	S	17867	$902.01	Disposed	1881410	Direct
2021-12-21	Common Stock	S	9288	$903.207	Disposed	1872122	Direct
2021-12-21	Common Stock	S	25892	$904.195	Disposed	1846230	Direct
2021-12-21	Common Stock	S	39829	$905.311	Disposed	1806401	Direct
2021-12-21	Common Stock	S	51795	$906.163	Disposed	1754606	Direct
2021-12-21	Common Stock	S	28220	$907.167	Disposed	1726386	Direct
2021-12-21	Common Stock	S	36980	$908.312	Disposed	1689406	Direct
2021-12-21	Common Stock	S	33686	$909.158	Disposed	1655720	Direct
2021-12-21	Common Stock	S	10207	$910.132	Disposed	1645513	Direct
2021-12-21	Common Stock	S	31816	$911.262	Disposed	1613697	Direct
2021-12-21	Common Stock	S	12413	$912.371	Disposed	1601284	Direct
2021-12-21	Common Stock	S	16605	$913.323	Disposed	1584679	Direct
2021-12-21	Common Stock	S	27587	$914.404	Disposed	1557092	Direct
2021-12-21	Common Stock	S	33364	$915.39	Disposed	1523728	Direct
2021-12-21	Common Stock	S	18384	$916.519	Disposed	1505344	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-21	Non-Qualifed Stock Option (right to buy)	$6.24	M	2088955	Disposed	2022-08-13	Common Stock (2088955)	Direct

Footnotes

F1: THE TRANSACTIONS REPORTED ON THIS FORM 4 WERE AUTOMATICALLY EFFECTED PURSUANT TO A RULE 10B5-1 TRADING PLAN PREVIOUSLY ADOPTED ON SEPTEMBER 14, 2021 AND ESTABLISHED BY THE REPORTING PERSON FOR THE PURPOSE OF AN ORDERLY SALE OF SHARES RELATED TO THE EXERCISES OF OPTIONS SCHEDULED TO EXPIRE IN 2022.

F2: The shares of common stock were sold solely to satisfy the reporting person's tax withholding obligations related to the exercise of stock options to purchase 2,088,955 shares as reported herein.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $887.920 to $888.750, 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.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $889.020 to $889.940, 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 $890.040 to $891.000, 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.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $891.240 to $892.150, 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 $892.300 to $893.220, 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 $893.300 to $894.290, 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.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $894.350 to $895.220, 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 $895.350 to $896.300, 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 $896.370 to $897.080, 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 $897.390 to $898.380, 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 $898.400 to $899.380, 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 $899.450 to $900.410, 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.

F15: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $900.450 to $901.220, 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 $901.660 to $902.630, 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.

F17: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $902.670 to $903.650, 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.

F18: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $903.710 to $904.700, 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 $904.710 to $905.700, 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 $905.710 to $906.630, 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.

F21: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $906.730 to $907.690, 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 $907.760 to $908.750, 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.

F23: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $908.780 to $909.670, 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 $909.780 to $910.770, 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.

F25: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $910.830 to $911.710, 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 $911.890 to $912.860, 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 $912.890 to $913.880, 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.

F28: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $913.920 to $914.880, 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.

F29: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $914.920 to $915.910, 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.

F30: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $915.920 to $916.900, 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.

F31: Effective August 13, 2012, the reporting person was granted an option to purchase 26,374,505 shares of common stock, as adjusted to give effect to a five-for-one forward split of the Issuer's common stock in the form of a stock dividend distributed on August 28, 2020. 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

F32: (Continued from Footnote 31) 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, 23,737,050 of the shares subject to this option have vested and 2,637,455 of the shares have not vested.