Tesla, Inc. — Director's Dealing 2021

Dec 14, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tesla, Inc. (TSLA)
CIK: 0001318605
Period of Report: 2021-12-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-13	Common Stock	M	2134440	$6.24	Acquired	2134440	Direct
2021-12-13	Common Stock	S	9400	$952.835	Disposed	2125040	Direct
2021-12-13	Common Stock	S	23831	$953.954	Disposed	2101209	Direct
2021-12-13	Common Stock	S	12534	$954.861	Disposed	2088675	Direct
2021-12-13	Common Stock	S	21512	$956.034	Disposed	2067163	Direct
2021-12-13	Common Stock	S	7863	$956.931	Disposed	2059300	Direct
2021-12-13	Common Stock	S	9175	$958.258	Disposed	2050125	Direct
2021-12-13	Common Stock	S	33660	$959.31	Disposed	2016465	Direct
2021-12-13	Common Stock	S	53011	$960.229	Disposed	1963454	Direct
2021-12-13	Common Stock	S	51757	$961.199	Disposed	1911697	Direct
2021-12-13	Common Stock	S	45421	$962.21	Disposed	1866276	Direct
2021-12-13	Common Stock	S	45354	$963.236	Disposed	1820922	Direct
2021-12-13	Common Stock	S	23110	$964.149	Disposed	1797812	Direct
2021-12-13	Common Stock	S	40661	$965.362	Disposed	1757151	Direct
2021-12-13	Common Stock	S	69035	$966.182	Disposed	1688116	Direct
2021-12-13	Common Stock	S	79415	$967.265	Disposed	1608701	Direct
2021-12-13	Common Stock	S	51422	$968.206	Disposed	1557279	Direct
2021-12-13	Common Stock	S	25804	$969.218	Disposed	1531475	Direct
2021-12-13	Common Stock	S	27905	$970.273	Disposed	1503570	Direct
2021-12-13	Common Stock	S	14382	$971.254	Disposed	1489188	Direct
2021-12-13	Common Stock	S	24031	$972.278	Disposed	1465157	Direct
2021-12-13	Common Stock	S	7195	$973.236	Disposed	1457962	Direct
2021-12-13	Common Stock	S	10215	$974.363	Disposed	1447747	Direct
2021-12-13	Common Stock	S	5399	$975.416	Disposed	1442348	Direct
2021-12-13	Common Stock	S	21752	$976.55	Disposed	1420596	Direct
2021-12-13	Common Stock	S	14370	$977.404	Disposed	1406226	Direct
2021-12-13	Common Stock	S	11618	$978.448	Disposed	1394608	Direct
2021-12-13	Common Stock	S	2866	$979.519	Disposed	1391742	Direct
2021-12-13	Common Stock	S	6000	$980.804	Disposed	1385742	Direct
2021-12-13	Common Stock	S	16282	$981.756	Disposed	1369460	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-13	Non-Qualifed Stock Option (right to buy)	$6.24	M	2134440	Disposed	2022-08-13	Common Stock (2134440)	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 2,134,440 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 $952.340 to $953.280, 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 $953.440 to $954.400, 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 $954.490 to $955.370, 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 $955.570 to $956.520, 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 $956.590 to $957.340, 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.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $957.680 to $958.550, 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.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $958.690 to $959.680, 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 $959.690 to $960.680, 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 $960.710 to $961.700, 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.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $961.740 to $962.730, 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.

F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $962.740 to $963.730, 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.

F14: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $963.740 to $964.660, 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.

F15: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $964.740 to $965.730, 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.

F16: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $965.740 to $966.710, 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.

F17: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $966.740 to $967.720, 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.

F18: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $967.740 to $968.730, 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.

F19: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $968.740 to $969.720 , 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.

F20: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $969.740 to $970.730, 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.

F21: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $970.750 to $971.710, 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.

F22: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $971.850 to $972.830, 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 $972.860 to $973.840, 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 $973.920 to $974.820, 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 $975.020 to $975.860, 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.

F26: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $976.030 to $977.020, 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 $977.030 to $978.000, 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.

F28: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $978.070 to $978.990, 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 $979.150 to $979.940, 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.

F30: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $980.270 to $981.140, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $981.360 to $982.310, 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.

F32: 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. 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.

F33: (continued from Footnote 32) 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.