Tesla, Inc. — Director's Dealing 2021

Dec 29, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tesla, Inc. (TSLA)
CIK: 0001318605
Period of Report: 2021-12-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-28	Common Stock	M	1554176	$6.24	Acquired	1554176	Direct
2021-12-28	Common Stock	S	2400	$1079.593	Disposed	1551776	Direct
2021-12-28	Common Stock	S	7000	$1080.779	Disposed	1544776	Direct
2021-12-28	Common Stock	S	9211	$1081.857	Disposed	1535565	Direct
2021-12-28	Common Stock	S	21083	$1083.043	Disposed	1514482	Direct
2021-12-28	Common Stock	S	49363	$1083.963	Disposed	1465119	Direct
2021-12-28	Common Stock	S	52594	$1084.94	Disposed	1412525	Direct
2021-12-28	Common Stock	S	48622	$1085.947	Disposed	1363903	Direct
2021-12-28	Common Stock	S	66402	$1086.963	Disposed	1297501	Direct
2021-12-28	Common Stock	S	74448	$1087.981	Disposed	1223053	Direct
2021-12-28	Common Stock	S	57541	$1088.901	Disposed	1165512	Direct
2021-12-28	Common Stock	S	68989	$1089.957	Disposed	1096523	Direct
2021-12-28	Common Stock	S	52050	$1091.01	Disposed	1044473	Direct
2021-12-28	Common Stock	S	64640	$1092.058	Disposed	979833	Direct
2021-12-28	Common Stock	S	50243	$1093.018	Disposed	929590	Direct
2021-12-28	Common Stock	S	58021	$1093.951	Disposed	871569	Direct
2021-12-28	Common Stock	S	35064	$1094.999	Disposed	836505	Direct
2021-12-28	Common Stock	S	26698	$1095.997	Disposed	809807	Direct
2021-12-28	Common Stock	S	22324	$1096.966	Disposed	787483	Direct
2021-12-28	Common Stock	S	37734	$1098.038	Disposed	749749	Direct
2021-12-28	Common Stock	S	19992	$1098.908	Disposed	729757	Direct
2021-12-28	Common Stock	S	27899	$1099.909	Disposed	701858	Direct
2021-12-28	Common Stock	S	17100	$1101.079	Disposed	684758	Direct
2021-12-28	Common Stock	S	7451	$1101.927	Disposed	677307	Direct
2021-12-28	Common Stock	S	8361	$1103.087	Disposed	668946	Direct
2021-12-28	Common Stock	S	6400	$1104.235	Disposed	662546	Direct
2021-12-28	Common Stock	S	3475	$1105.309	Disposed	659071	Direct
2021-12-28	Common Stock	S	6300	$1106.651	Disposed	652771	Direct
2021-12-28	Common Stock	S	6039	$1107.516	Disposed	646732	Direct
2021-12-28	Common Stock	S	15991	$1108.59	Disposed	630741	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-28	Non-Qualifed Stock Option (right to buy)	$6.24	M	1554176	Disposed	2022-08-13	Common Stock (1554176)	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. THIS RULE 10B5-1 TRADING PLAN WAS COMPLETED ON DECEMBER 28, 2021.

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 1,554,176 shares as reported herein.

F3: The shares of common stock were sold partially to satisfy the reporting person's tax withholding obligations related to the exercise of stock options to purchase 1,554,176 shares as reported herein.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,079.190 to $1,080.150, 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.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,080.400 to $1,081.240, 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 $1,081.410 to $1,082.330, 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 $1,082.460 to $1,083.410, 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.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,083.470 to $1,084.460, 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 $1,084.500 to $1,085.480, 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.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,085.500 to $1,086.490, 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 $1,086.500 to $1,087.450, 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 $1,087.500 to $1,088.480, 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.

F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,088.500 to $1,089.490, 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 $1,089.500 to $1,090.480, 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.

F15: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,090.500 to $1,091.490, 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 $1,091.500 to $1,092.490, 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 $1,092.500 to $1,093.460, 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 $1,093.500 to $1,094.440, 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 $1,094.500 to $1,095.480, 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.

F20: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,095.500 to $1,096.460, 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 $1,096.540 to $1,097.530, 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 $1,097.550 to $1,098.540, 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.

F23: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,098.550 to $1,099.480, 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.

F24: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,099.580 to $1,100.540, 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.

F25: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,100.580 to $1,101.510, 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 $1,101.610 to $1,102.150, 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.

F27: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,102.700 to $1,103.630, 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.

F28: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,103.880 to $1,104.810, 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.

F29: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,104.940 to $1,105.900, 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.

F30: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,106.040 to $1,107.030, 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 $1,107.120 to $1,107.930, 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.

F32: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,108.120 to $1,108.740, 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.

F33: 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.

F34: (Continued from Footnote 33) 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.