Tesla Motors
Tesla, Inc. (Form: 4, Received: 05/10/2017 21:36:39)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Straubel Jeffrey B
2. Issuer Name and Ticker or Trading Symbol

Tesla, Inc. [ TSLA ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Technical Officer
(Last)          (First)          (Middle)

C/O TESLA, INC, 3500 DEER CREEK ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

5/8/2017
(Street)

PALO ALTO, CA 94304
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   5/8/2017   (1)   M (1)    109593   (1) A $14.17   435922   (2) D    
Common Stock   5/8/2017   (1)   M (1)    7057   (1) A $14.17   442979   D    
Common Stock   5/8/2017   (1)   M (1)    2450   (1) A $14.17   445429   D    
Common Stock   5/8/2017   (1)   S (1)    39203   (1) D $306.601   (3) 406226   D    
Common Stock   5/8/2017   (1)   S (1)    45682   (1) D $307.328   (4) 360544   D    
Common Stock   5/8/2017   (1)   S (1)    9234   (1) D $308.413   (5) 351310   D    
Common Stock   5/8/2017   (1)   S (1)    6072   (1) D $309.461   (6) 345238   D    
Common Stock   5/8/2017   (1)   S (1)    5409   (1) D $310.276   (7) 339829   D    
Common Stock   5/8/2017   (1)   S (1)    400   (1) D $311.288   (8) 339429   D    
Common Stock   5/9/2017   (1)   S (1)    100   (1) D $318.79   339329   D    
Common Stock   5/9/2017   (1)   S (1)    1074   (1) D $319.664   (9) 338255   D    
Common Stock   5/9/2017   (1)   S (1)    1500   (1) D $320.813   (10) 336755   D    
Common Stock   5/9/2017   (1)   S (1)    426   (1) D $321.475   (11) 336329   D    
Common Stock   5/9/2017   (1)   M (1)    4209   (1) A $28.45   340538   D    
Common Stock   5/9/2017   (1)   M (1)    7493   (1) A $31.49   348031   D    
Common Stock   5/9/2017   (1)   M (1)    270   (1) A $249.92   348301   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option (right to buy)   $28.45   5/9/2017   (1)   M   (1)       4209   (1)     (12) 1/10/2021   Common Stock   4209   $0.0   0   D    
Incentive Stock Option (right to buy)   $31.49   5/9/2017   (1)   M   (1)       7493   (1)     (12) 2/13/2022   Common Stock   7493   $0.0   0   D    
Incentive Stock Option (right to buy)   $249.92   5/9/2017   (1)   M   (1)       270   (1)     (13) 4/11/2026   Common Stock   270   $0.0   1467   D    
Non-Qualified Stock Option (right to buy)   $14.17   5/8/2017   (1)   M   (1)       2450   (1)     (14) 6/11/2017   Common Stock   2450   $0.0   0   D    
Non-Qualified Stock Option (right to buy)   $14.17   5/8/2017   (1)   M   (1)       109593   (1)     (15) 6/11/2017   Common Stock   109593   $0.0   0   D    
Non-Qualified Stock Option (right to buy)   $14.17   5/8/2017   (1)   M   (1)       7057   (1)     (15) 6/11/2017   Common Stock   7057   $0.0   0   D    

Explanation of Responses:
(1)  On May 8, 2017, the reporting person exercised long held stock options to purchase 119,100 shares of Tesla's common stock. These stock options were set to expire on June 11, 2017 if left unexercised. On May 9, 2017, the reporting person exercised additional stock options to purchase 11,972 shares of Tesla common stock. In connection with these exercises, the reporting person incurred significant exercise costs and tax liability. A substantial portion of the shares sold pursuant to transactions reported on this Form 4 was used to cover such exercise costs and tax liability. The net effect of the transactions reported on this Form 4 is to increase the reporting person's holdings in Tesla by 22,064 shares.
(2)  Amount of securities beneficially owned includes 92 shares acquired under the Tesla, Inc. Employee Stock Purchase Plan on February 28, 2017.
(3)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $305.99 to $306.98, 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 for this in this footnote.
(4)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $306.99 to $307.98, 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 for this in this footnote.
(5)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $307.99 to $308.98, 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 for this in this footnote.
(6)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $308.99 to $309.98, 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 for this in this footnote.
(7)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $309.99 to $310.95, 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 for this in this footnote.
(8)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $311.00 to $311.46, 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 for this in this footnote.
(9)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $319.20 to $320.04, 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 for this in this footnote.
(10)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $320.24 to $321.24, 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 for this in this footnote.
(11)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $321.32 to $321.64, 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 for this in this footnote.
(12)  1/48th of the shares subject to the option will vest on each monthly anniversary of the grant date, so that all such shares will be vested as of the fourth anniversary of the grant date.
(13)  1/8th of the shares subject to the option became vested and exercisable on October 11, 2016 and 1/48th of the shares subject to the option shall become vested and exercisable every month thereafter.
(14)  1/48th of the shares subject to the option become vested and exercisable on July 3, 2010 and each month thereafter.
(15)  Shares subject to the option become vested and exercisable upon the Issuer's achievement of certain performance objectives set forth in the option agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Straubel Jeffrey B
C/O TESLA, INC
3500 DEER CREEK ROAD
PALO ALTO, CA 94304


Chief Technical Officer

Signatures
By: Jonathan Chang, Power of Attorney For: Jeffrey B Straubel 5/10/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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