Tesla Inc.

11/04/2024 | Press release | Distributed by Public on 11/04/2024 18:09

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Taneja Vaibhav
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 Financial Officer
(Last) (First) (Middle)
C/O TESLA, INC., 1 TESLA ROAD 		3. Date of Earliest Transaction (Month/Day/Year)
10/31/2024
(Street)
AUSTIN, TX 78725 		4. If Amendment, Date 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
(City) (State) (Zip)
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 11/01/2024 M(1) 4,000 A $18.22 109,032.25 D
Common Stock 11/01/2024 S(1) 4,000(2) D $251.76 105,032.25 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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) $249.85 10/31/2024 A 1,600 (3) 10/31/2034 Common Stock 1,600 $ 0 1,600 D
Non-Qualified Stock Option (right to buy) $18.22 11/01/2024 M(1) 4,000 (4) 04/19/2029 Common Stock 4,000 $ 0 780,920 D
Non-Qualified Stock Option (right to buy) $249.85 10/31/2024 A 939,887 (3) 10/31/2024 Common Stock 939,887 $ 0 939,887 D
Restricted Stock Unit $ 0 10/31/2024 A 104,610 (5) (5) Common Stock 104,610 $ 0 104,610 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Taneja Vaibhav
C/O TESLA, INC.
1 TESLA ROAD
AUSTIN, TX 78725 		Chief Financial Officer

Signatures

By: Aaron Beckman, Power of Attorney For: Vaibhav Taneja 11/04/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 1 2024.
(2) Out of the total of 4,000 shares sold, approximately 1,878 shares were sold to cover the exercise price of, and to satisfy the reporting person's tax withholding obligations related to the exercise of stock options to purchase 4,000 shares as reported herein.
(3) Represents part of a single option award grant, including Incentive Stock Options, initially for an aggregate 941,487 shares. 1/48th of the aggregate shares subject to the option shall became vested and exercisable on December 5, 2024, and 1/48th of the shares subject to the option shall become vested and exercisable each month thereafter, so that all such shares subject to this option will be fully vested on November 5, 2028.
(4) 1/8th of the shares subject to the option became vested and exercisable on September 13, 2019, and an additional 1/48th of the shares subject to the option vested each month thereafter, so that all such shares subject to this option became fully vested on March 13, 2023.
(5) 1/16 of the shares subject to the award will become vested on December 5, 2024 and 1/16th of the shares subject to the award shall become vested each quarter thereafter, until fully vested on September 5, 2028.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.