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
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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*
Jurvetson Stephen T

(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)
11/22/2019
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
Common Stock 11/22/2019 M(1) 13,889 A $261.89 13,889 D
Common Stock 11/22/2019 M(1) 3,334 A $250.69 17,223 D
Common Stock 11/22/2019 S(1) 17,223 D $332.444(2) 0 D
Common Stock 43 I by DFJ Fd X Part LP(3)
Common Stock 52,100 I by Trust(4)
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) $250.69 11/22/2019 M 3,334 (5) 06/12/2022 Common Stock 3,334 $0.0 0 D
Non-Qualified Stock Option (right to buy) $261.89 11/22/2019 M 13,889 (6) 06/18/2022 Common Stock 13,889 $0.0 0 D
Explanation of Responses:
1. The transactions reported herein were completed pursuant to an agreement with and for the benefit of Draper Fisher Jurvetson, of which the reporting person was formerly a managing director. All proceeds of the sale reported herein have been transferred to Draper Fisher Jurvetson.
2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $331.98 to $332.74, inclusive. The reporting person undertakes to provide Tesla, any security holder of Tesla or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
3. These shares are owned directly by Draper Fisher Jurvetson Fund X Partners, L.P. The reporting person was formerly a managing director of the general partner entities of these funds that directly hold shares and as such the reporting person may have been deemed to have voting and investment power with respect to such shares. The reporting person disclaims beneficial ownership with respect to such shares except to the extent of his pecuniary interest therein.
4. These shares are owned by the Steve Jurvetson TR UA 1/29/19 Future Venture Living Trust. Reflects a prior transfer of 52,100 shares to the reporting person's former wife pursuant to a divorce decree.
5. 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 12, 2015, such that all shares subject to the Option became fully vested and exercisable by June 12, 2018.
6. 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 Option became fully vested and exercisable by June 18, 2018.
By: Aaron Beckman, Power of Attorney For: Stephen T. Jurvetson 11/26/2019
** 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 3500 Deer Creek
Road, Palo Alto, CA 94304 as of the date set forth below.

/s/Stephen T. Jurvetson
November 26, 2019