Tesla, Inc. — Director's Dealing 2022

May 5, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Tesla, Inc. (TSLA)
CIK: 0001318605
Period of Report: 2022-05-02

Reporting Person: DENHOLM ROBYN M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-05-02	Common Stock	M	25000	$52.38	Acquired	30000	Direct
2022-05-02	Common Stock	S	300	$850.353	Disposed	49700	Direct
2022-05-02	Common Stock	S	500	$851.856	Disposed	49200	Direct
2022-05-02	Common Stock	S	100	$852.66	Disposed	49.1	Direct
2022-05-02	Common Stock	S	500	$854.376	Disposed	48600	Direct
2022-05-02	Common Stock	S	700	$856.534	Disposed	47900	Direct
2022-05-02	Common Stock	S	400	$857.285	Disposed	47500	Direct
2022-05-02	Common Stock	S	200	$858.405	Disposed	47300	Direct
2022-05-02	Common Stock	S	200	$859.98	Disposed	47100	Direct
2022-05-02	Common Stock	S	5300	$861.615	Disposed	41800	Direct
2022-05-02	Common Stock	S	300	$862.72	Disposed	41500	Direct
2022-05-02	Common Stock	S	400	$864.553	Disposed	41100	Direct
2022-05-02	Common Stock	S	400	$866.12	Disposed	40700	Direct
2022-05-02	Common Stock	S	600	$867.355	Disposed	40100	Direct
2022-05-02	Common Stock	S	600	$868.58	Disposed	39500	Direct
2022-05-02	Common Stock	S	1900	$869.738	Disposed	37600	Direct
2022-05-02	Common Stock	S	1000	$870.608	Disposed	36600	Direct
2022-05-02	Common Stock	S	1100	$871.761	Disposed	35500	Direct
2022-05-02	Common Stock	S	700	$872.80	Disposed	34800	Direct
2022-05-02	Common Stock	S	1079	$873.924	Disposed	33721	Direct
2022-05-02	Common Stock	S	1000	$874.659	Disposed	32621	Direct
2022-05-02	Common Stock	S	1700	$876.115	Disposed	30921	Direct
2022-05-02	Common Stock	S	1300	$877.239	Disposed	29921	Direct
2022-05-02	Common Stock	S	800	$878.213	Disposed	28821	Direct
2022-05-02	Common Stock	S	1200	$879.398	Disposed	27621	Direct
2022-05-02	Common Stock	S	900	$879.988	Disposed	26721	Direct
2022-05-02	Common Stock	S	500	$881.474	Disposed	26221	Direct
2022-05-02	Common Stock	S	800	$882.858	Disposed	25421	Direct
2022-05-02	Common Stock	S	200	$883.715	Disposed	25551	Direct
2022-05-02	Common Stock	S	100	$885.91	Disposed	25121	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-05-02	Non-Qualifed Stock Option (right to buy)	$52.38	M	25000	Disposed	2022-06-18	Common Stock (25000)	Direct

Footnotes

F1: THE TRANSACTIONS REPORTED ON THIS FORM 4 WERE AUTOMATICALLY EFFECTED PURSUANT TO A RULE 10B5-1 TRADING PLAN PREVIOUSLY ADOPTED ON NOVEMBER 5, 2021 AND ESTABLISHED BY THE REPORTING PERSON FOR THE PURPOSE OF AN ORDERLY LIQUIDATION OF OPTIONS SCHEDULED TO EXPIRE IN 2022.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $850.020 to $851.010, 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 $851.580 to $852.030, 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.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $854.020 to $854.960, 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.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $856.000 to $856.960, 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.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $857.030 to $857.550, 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.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $858.250 to $858.560, 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.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $859.580 to $860.380, 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.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $861.110 to $861.630, 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.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $862.420 to $863.310, 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.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $864.040 to $865.010, 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 $865.870 to $866.740, 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 $866.920 to $867.860, 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.

F14: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $868.210 to $868.990, 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.

F15: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $868.210 to $870.190, 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 $870.230 to $871.100, 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 $871.350 to $872.140, 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.

F18: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $872.440 to $873.220, 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.

F19: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $873.470 to $874.400, 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.

F20: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $874.480 to $875.200, 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 $875.660 to $876.590, 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 $876.740 to $877.670, 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.

F23: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $877.750 to $878.700, 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.

F24: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $878.770 to $879.740, 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.

F25: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $879,790 to $880.520, 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.

F26: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $881.010 to $881.990, 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.

F27: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $882.520 to $883.410, 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.

F28: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $883.590 to $883.840, 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.

F29: 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 award became fully vested and exercisable by June 18, 2018.