SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
DENHOLM ROBYN M

(Last) (First) (Middle)
C/O TESLA, INC.
3500 DEER CREEK ROAD

(Street)
PALO ALTO CA 94304

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Tesla, Inc. [ TSLA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
07/11/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Non-Qualified Stock Option (right to buy) $238.6 07/11/2019 A 8,000 (1) 07/11/2026 Common Stock 8,000 $0.0 8,000 D
Explanation of Responses:
1. This initial automatic annual stock option award was granted pursuant to the previously-disclosed compensation arrangement for the reporting person's service as Chair of the Company's Board of Directors, which the reporting person had performed since November 2018 without separate compensation. 1/12th of the shares granted shall become vested and exercisable as of each monthly anniversary from July 11, 2019, such that all shares subject to the award shall be fully vested and exercisable by July 11, 2020.
By: Aaron Beckman, Power of Attorney For: Robyn M. Denholm 07/15/2019
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
LIMITED POWER OF ATTORNEY - SECURITIES LAW COMPLIANCE
The undersigned, as a Director of Tesla, Inc. (the "Company"),
hereby constitutes and appoints 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 6800 Dumbarton
Circle, Fremont, CA 94555, as of the date set forth below.
/s/Robyn M. Denholm
WITNESS
Ruth Barlow
May 6, 2019