Sec Form 4 Filing - Ehrenpreis Ira Matthew @ Tesla, Inc. - 2021-10-27

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Ehrenpreis Ira Matthew 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) (Last) (First) (Middle) C/O TESLA, INC., 3500 DEER CREEK ROAD 3. Date of Earliest Transaction (MM/DD/YY) 10/27/2021 (Street) PALO ALTO, CA94304 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/27/2021 M( 1 ) 120,000 A $ 50.14 143,764 D Common Stock 10/27/2021 M( 1 ) 250,000 A $ 52.38 393,764 D Common Stock 10/27/2021 S( 1 ) 1,800 ( 2 ) D $ 1,033.927 ( 3 ) 391,964 D Common Stock 10/27/2021 S( 1 ) 2,300 ( 2 ) D $ 1,034.942 ( 4 ) 389,664 D Common Stock 10/27/2021 S( 1 ) 5,800 ( 2 ) D $ 1,036.097 ( 5 ) 383,864 D Common Stock 10/27/2021 S( 1 ) 4,500 ( 2 ) D $ 1,037.098 ( 6 ) 379,364 D Common Stock 10/27/2021 S( 1 ) 14,600 ( 2 ) D $ 1,038.126 ( 7 ) 364,764 D Common Stock 10/27/2021 S( 1 ) 7,371 ( 2 ) D $ 1,039.105 ( 8 ) 357,393 D Common Stock 10/27/2021 S( 1 ) 10,810 ( 2 ) D $ 1,040.333 ( 9 ) 346,583 D Common Stock 10/27/2021 S( 1 ) 8,345 ( 2 ) D $ 1,041.205 ( 10 ) 338,238 D Common Stock 10/27/2021 S( 1 ) 7,655 ( 2 ) D $ 1,042.309 ( 11 ) 330,583 D Common Stock 10/27/2021 S( 1 ) 3,800 ( 2 ) D $ 1,043.339 ( 12 ) 326,783 D Common Stock 10/27/2021 S( 1 ) 3,005 ( 2 ) D $ 1,044.388 ( 13 ) 323,778 D Common Stock 10/27/2021 S( 1 ) 1,902 ( 2 ) D $ 1,045.287 ( 14 ) 321,876 D Common Stock 10/27/2021 S( 1 ) 2,000 ( 2 ) D $ 1,046.668 ( 15 ) 319,876 D Common Stock 10/27/2021 S( 1 ) 7,500 ( 2 ) D $ 1,047.479 ( 16 ) 312,376 D Common Stock 10/27/2021 S( 1 ) 7,261 ( 2 ) D $ 1,048.557 ( 17 ) 305,115 D Common Stock 10/27/2021 S( 1 ) 9,301 ( 2 ) D $ 1,049.607 ( 18 ) 295,814 D Common Stock 10/27/2021 S( 1 ) 7,324 ( 2 ) D $ 1,050.624 ( 19 ) 288,490 D Common Stock 10/27/2021 S( 1 ) 4,241 ( 2 ) D $ 1,051.672 ( 20 ) 284,249 D Common Stock 10/27/2021 S( 1 ) 9,005 ( 2 ) D $ 1,052.759 ( 21 ) 275,244 D Common Stock 10/27/2021 S( 1 ) 12,808 ( 2 ) D $ 1,053.672 ( 22 ) 262,436 D Common Stock 10/27/2021 S( 1 ) 6,385 ( 2 ) D $ 1,054.91 ( 23 ) 256,051 D Common Stock 10/27/2021 S( 1 ) 8,415 ( 2 ) D $ 1,055.838 ( 24 ) 247,636 D Common Stock 10/27/2021 S( 1 ) 5,010 ( 2 ) D $ 1,057.025 ( 25 ) 242,626 D Common Stock 10/27/2021 S( 1 ) 5,876 ( 2 ) D $ 1,057.881 ( 26 ) 236,750 D Common Stock 10/27/2021 S( 1 ) 11,492 ( 2 ) D $ 1,058.967 ( 27 ) 225,258 D Common Stock 10/27/2021 S( 1 ) 5,061 ( 2 ) D $ 1,059.818 ( 28 ) 220,197 D Common Stock 10/27/2021 S( 1 ) 5,800 ( 2 ) D $ 1,061.394 ( 29 ) 214,397 D Common Stock 10/27/2021 S( 1 ) 8,663 ( 2 ) D $ 1,062.485 ( 30 ) 205,734 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Non-Qualifed Stock Option (right to buy) $ 50.14 10/27/2021 M( 1 ) 120,000 ( 31 ) 06/12/2022 Common Stock 120,000 $ 0 0 D Non-Qualifed Stock Option (right to buy) $ 52.38 10/27/2021 M( 1 ) 250,000 ( 32 ) 06/18/2022 Common Stock 250,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ehrenpreis Ira Matthew C/O TESLA, INC. 3500 DEER CREEK ROAD PALO ALTO, CA94304 X Signatures By: Aaron Beckman by Power of Attorney For: Ira Matthew Ehrenpreis 10/28/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )THE TRANSACTIONS REPORTED ON THIS FORM 4 WERE AUTOMATICALLY EFFECTED PURSUANT TO A RULE 10B5-1 TRADING PLAN PREVIOUSLY ADOPTED ON AUGUST 8, 2021 AND ESTABLISHED BY THE REPORTING PERSON FOR THE PURPOSE OF AN ORDERLY SALE OF SHARES RELATED TO THE EXERCISES OF OPTIONS SCHEDULED TO EXPIRE IN 2022. ( 2 )The shares of common stock were sold solely 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 370,000 shares as reported herein. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,033.550 to $1,034.180, 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 forth 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 $1,034.620 to $1,035.590, 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 forth 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 $1,035.710 to $1,036.650, 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 forth 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 $1,036.740 to $1,037.530, 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 forth 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 $1,037.760 to $1,038.470, 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 forth 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 $1,038.770 to $1,039.620, 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 forth 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 $1,039.780 to $1,040.770, 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 forth 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 $1,040.820 to $1,041.750, 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 forth 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 $1,041.870 to $1,042.810, 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 forth in this footnote. ( 12 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,042.900 to $1,043.890, 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 forth in this footnote. ( 13 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,043.970 to $1,044.890, 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 forth in this footnote. ( 14 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,045.040 to $1,046.030, 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 forth in this footnote. ( 15 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,046.120 to $1,047.050, 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 forth in this footnote. ( 16 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,047.120 to $1,047.980, 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 forth in this footnote. ( 17 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,048.130 to $1,049.020, 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 forth in this footnote. ( 18 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,049.150 to $1,050.140, 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 forth in this footnote. ( 19 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,050.150 to $1,051.110, 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 forth in this footnote. ( 20 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,051.160 to $1,052.150, 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 forth in this footnote. ( 21 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,052.230 to $1,053.220, 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 forth in this footnote. ( 22 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,053.240 to $1,054.230, 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 forth in this footnote. ( 23 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,054.280 to $1,055.270, 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 forth in this footnote. ( 24 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,055.290 to $1,056.190, 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 forth in this footnote. ( 25 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,056.400 to $1,057.330, 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 forth in this footnote. ( 26 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,057.510 to $1,058.500, 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 forth in this footnote. ( 27 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,058.510 to $1,059.490, 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 forth in this footnote. ( 28 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,059.550 to $1,060.540, 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 forth in this footnote. ( 29 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,060.740 to $1,061.730, 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 forth in this footnote. ( 30 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,061.810 to $1,062.800, inclusive. The reporting person undertakes to provide Tesla, Inc., any security holder of Tesla, Inc. or the staff of the S ecurities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 31 )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 award became fully vested and exercisable by June 12, 2018. ( 32 )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 award became fully vested and exercisable by June 18, 2018.

Remarks: This Form 4 is the first of two Form 4s being filed by the Reporting Person relating to the same event. The Form 4 has been split into two filings to cover all 33 individual transactions that occurred on the same Transaction Date, because the SEC's EDGAR filing system limits a single Form 4 to a maximum of 30 separate transactions. Each Form 4 will be filed by the Reporting Person.

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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