Tesla Motors
Tesla, Inc. (Form: 4, Received: 06/08/2017 20:50:21)
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 *

FIELD JOHN DOUGLAS
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)
Senior VP, Engineering
(Last)          (First)          (Middle)

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

6/5/2017
(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   6/5/2017     M (1)    189   A $0   17188   D    
Common Stock   6/5/2017     M (1)    563   A $0   17751   D    
Common Stock   6/5/2017     M (1)    3593   A $0   21344   D    
Common Stock   6/5/2017     M (1)    530   A $0   21874   D    
Common Stock   6/6/2017     F (2)    1890   D $344.708   19984   D    
Common Stock   6/6/2017     F (2)    297   D $344.705   19687   D    
Common Stock   6/6/2017     F (2)    279   D $344.711   19408   D    
Common Stock   6/6/2017     F (2)    100   D $344.7   19308   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
Restricted Stock Unit   $0   6/5/2017     M         189      (3)   (3) Common Stock   189   $0   1889   D    
Restricted Stock Unit   $0   6/5/2017     M         563      (4)   (4) Common Stock   563   $0   4503   D    
Restricted Stock Unit   $0   6/5/2017     M         3593      (5)   (5) Common Stock   3593   $0   3592   D    
Restricted Stock Unit   $0   6/5/2017     M         530      (6)   (6) Common Stock   530   $0   6360   D    

Explanation of Responses:
(1)  Shares of the Issuer's common stock were issued to the reporting person upon the vesting of restricted stock units on June 5, 2017.
(2)  PURSUANT TO THE ISSUER'S EQUITY PLAN AND POLICIES, THESE SHARES OF COMMON STOCK WERE AUTOMATICALLY WITHHELD AND SOLD BY THE ISSUER TO SATISFY THE REPORTING PERSON'S TAX WITHHOLDING OBLIGATIONS RELATED TO THE VESTING OF RESTRICTED STOCK UNITS REPORTED HEREIN.
(3)  2,834 of the restricted units included in this grant commenced vesting in fifteen equal quarterly installments beginning June 5, 2016.
(4)  7,318 of the restricted units included in this grant commenced vesting in thirteen equal quarterly installments beginning June 5, 2016.
(5)  21,555 of the restricted units included in this grant commenced vesting in six equal quarterly installments beginning June 5, 2016.
(6)  1,060 of the restricted units included in this grant vested on December 5, 2016 and the remaining 7,420 will commence vesting in fourteen equal quarterly installments beginning March 5, 2017.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FIELD JOHN DOUGLAS
C/O TESLA, INC.
3500 DEER CREEK ROAD
PALO ALTO, CA 94304


Senior VP, Engineering

Signatures
Aaron Beckman, Power of Attorney for John Douglas Field 6/7/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE The undersigned, as an Officer of Tesla, Inc. (the "Company"), hereby constitutes and appoints Todd Maron, Jonathan Chang, Yun Huh, Aaron Beckman and each of them, the undersigned's true and lawful attorney-in-fact and agent to complete and execute such Forms 144, Forms 3, 4 and 5 and other forms as such attorney shall in his discretion determine to be required or advisable pursuant to Rule 144 promulgated under the Securities Act of 1933 (as amended), Section 16 of the Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned's ownership, acquisition or disposition of securities of the Company, and to do all acts necessary in order to file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorney shall deem appropriate. The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.
This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company unless earlier revoked by the undersigned in a writing delivered to the foregoing attorneys-in-fact.
This Limited Power of Attorney is executed at 3500 Deer Creek Road, Palo Alto CA 94304, as of the date set forth below.

/s/John Douglas Field
WITNESS
Thomas Denton
June 1, 2017