Sec Form 4 Filing - Musk Elon @ Tesla, Inc. - 2021-11-09

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 Musk Elon 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 X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) C/O TESLA, INC., 3500 DEER CREEK ROAD 3. Date of Earliest Transaction (MM/DD/YY) 11/09/2021 (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 11/09/2021 S 8,212 D $ 1,116.417( 1 ) 168,336,889 I by Trust( 2 ) Common Stock 11/09/2021 S 2,298 D $ 1,117.552( 3 ) 168,334,591 I by Trust( 2 ) Common Stock 11/09/2021 S 6,437 D $ 1,120.641( 4 ) 168,328,154 I by Trust( 2 ) Common Stock 11/09/2021 S 1,500 D $ 1,121.959( 5 ) 168,326,654 I by Trust( 2 ) Common Stock 11/09/2021 S 35,519 D $ 1,123( 6 ) 168,291,135 I by Trust( 2 ) Common Stock 11/09/2021 S 19,495 D $ 1,124.314( 7 ) 168,271,640 I by Trust( 2 ) Common Stock 11/09/2021 S 24,523 D $ 1,125.088( 8 ) 168,247,117 I by Trust( 2 ) Common Stock 11/09/2021 S 29,721 D $ 1,126.405( 9 ) 168,217,396 I by Trust( 2 ) Common Stock 11/09/2021 S 27,010 D $ 1,127.154( 10 ) 168,190,386 I by Trust( 2 ) Common Stock 11/09/2021 S 23,825 D $ 1,128.056( 11 ) 168,166,561 I by Trust( 2 ) Common Stock 11/09/2021 S 5,796 D $ 1,129.404( 12 ) 168,160,765 I by Trust( 2 ) Common Stock 11/09/2021 S 100 D $ 1,129.88 168,160,665 I by Trust( 2 ) Common Stock 11/09/2021 S 8,121 D $ 1,130.384( 13 ) 168,152,544 I by Trust( 2 ) Common Stock 11/09/2021 S 13,876 D $ 1,131.448( 14 ) 168,138,668 I by Trust( 2 ) Common Stock 11/09/2021 S 2,513 D $ 1,132.877( 15 ) 168,136,155 I by Trust( 2 ) Common Stock 11/09/2021 S 12,237 D $ 1,135.445( 16 ) 168,123,918 I by Trust( 2 ) Common Stock 11/09/2021 S 16,600 D $ 1,136.375( 17 ) 168,107,318 I by Trust( 2 ) Common Stock 11/09/2021 S 16,175 D $ 1,138.125( 18 ) 168,091,143 I by Trust( 2 ) Common Stock 11/09/2021 S 13,824 D $ 1,140.518( 19 ) 168,077,319 I by Trust( 2 ) Common Stock 11/09/2021 S 24,891 D $ 1,141.021( 20 ) 168,052,428 I by Trust( 2 ) Common Stock 11/09/2021 S 2,342 D $ 1,142.162( 21 ) 168,050,086 I by Trust( 2 ) Common Stock 11/09/2021 S 1,199 D $ 1,143.46 168,048,887 I by Trust( 2 ) Common Stock 11/09/2021 S 7,120 D $ 1,145.333( 22 ) 168,041,767 I by Trust( 2 ) Common Stock 11/09/2021 S 50,689 D $ 1,147.541( 23 ) 167,991,078 I by Trust( 2 ) Common Stock 11/09/2021 S 14,670 D $ 1,148.386( 24 ) 167,976,408 I by Trust( 2 ) Common Stock 11/09/2021 S 54,455 D $ 1,149.45( 25 ) 167,921,953 I by Trust( 2 ) Common Stock 11/09/2021 S 44,756 D $ 1,150.502( 26 ) 167,877,197 I by Trust( 2 ) Common Stock 11/09/2021 S 21,758 D $ 1,151.469( 27 ) 167,855,439 I by Trust( 2 ) Common Stock 11/09/2021 S 32,830 D $ 1,152.534( 28 ) 167,822,609 I by Trust( 2 ) Common Stock 11/09/2021 S 6,195 D $ 1,153.336( 29 ) 167,816,414 I by Trust( 2 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Musk Elon C/O TESLA, INC. 3500 DEER CREEK ROAD PALO ALTO, CA94304 X CEO Signatures By: Aaron Beckman by Power of Attorney For: Elon Musk 11/10/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,115.810 to $1,116.750, 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. ( 2 )The Elon Musk Revocable Trust dated July 22, 2003, for which the reporting person is trustee. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,117.050 to $1,117.700, 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 $1,120.370 to $1,121.000, 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 $1,121.710 to $1,122.340, 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 $1,122.720 to $1,123.150, 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. ( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,123.790 to $1,124.700, 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 sha res were sold in multiple transactions at prices ranging from $1,124.840 to $1,125.750, 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. ( 9 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,125.850 to $1,126.840, 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 $1,126.850 to $1,127.790, 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 $1,127.870 to $1,128.850, 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 $1,128.880 to $1,129.870, 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 $1,130.000 to $1,130.960, 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 $1,131.010 to $1,131.990, 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 $1,132.870 to $1,132.890, 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. ( 16 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,134.900 to $1,135.790, 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 $1,136.210 to $1,136.520, 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 $1,137.430 to $1,138.330, 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. ( 19 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,139.920 to $1,1140.890, 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. ( 20 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,140.980 to $1,141.880, 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 $1,142.130 to $1,142.630, 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 $1,144.580 to $1,145.570, 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 $1,147.000 to $1,147.990, 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 $1,148.000 to $1,148.870, 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 $1,149.000 to $1,149.980, 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. ( 26 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,150.000 to $1,150.990, 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 $1,151.000 to $1,151.980, 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. ( 28 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,152.350 to $1,152.990, 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 $1,153.000 to $1,153.670, 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.

Remarks: This Form 4 is the fourth of five Form 4s being filed by the Reporting Person relating to the same event. The Form 4 has been split into five filings to cover all 137 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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