Sec Form 4 Filing - Musk Kimbal @ Tesla, Inc. - 2020-09-01

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 Kimbal 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) 09/01/2020 (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 09/01/2020 S( 1 ) 200 D $ 471.325 ( 2 ) 654,040 D Common Stock 09/01/2020 S( 1 ) 600 D $ 473.533 ( 3 ) 653,440 D Common Stock 09/01/2020 S( 1 ) 1,606 D $ 474.184 ( 4 ) 651,834 D Common Stock 09/01/2020 S( 1 ) 2,257 D $ 474.807 ( 5 ) 649,577 D Common Stock 09/01/2020 S( 1 ) 5,408 D $ 475.816 ( 6 ) 644,169 D Common Stock 09/01/2020 S( 1 ) 2,700 D $ 476.701 ( 7 ) 641,469 D Common Stock 09/01/2020 S( 1 ) 1,713 D $ 477.876 ( 8 ) 639,756 D Common Stock 09/01/2020 S( 1 ) 1,180 D $ 478.818 ( 9 ) 638,576 D Common Stock 09/01/2020 S( 1 ) 800 D $ 479.788 ( 10 ) 637,776 D Common Stock 09/01/2020 S( 1 ) 1,700 D $ 480.969 ( 11 ) 636,076 D Common Stock 09/01/2020 S( 1 ) 1,915 D $ 481.93 ( 12 ) 634,161 D Common Stock 09/01/2020 S( 1 ) 1,900 D $ 483.037 ( 13 ) 632,261 D Common Stock 09/01/2020 S( 1 ) 1,029 D $ 484.154 ( 14 ) 631,232 D Common Stock 09/01/2020 S( 1 ) 1,429 D $ 485.152 ( 15 ) 629,803 D Common Stock 09/01/2020 S( 1 ) 1,400 D $ 486.207 ( 16 ) 628,403 D Common Stock 09/01/2020 S( 1 ) 1,800 D $ 487.266 ( 17 ) 626,603 D Common Stock 09/01/2020 S( 1 ) 1,400 D $ 488.273 ( 18 ) 625,203 D Common Stock 09/01/2020 S( 1 ) 700 D $ 489.351 ( 19 ) 624,503 D Common Stock 09/01/2020 S( 1 ) 1,100 D $ 490.523 ( 20 ) 623,403 D Common Stock 09/01/2020 S( 1 ) 1,057 D $ 491.356 ( 21 ) 622,346 D Common Stock 09/01/2020 S( 1 ) 702 D $ 492.831 ( 22 ) 621,644 D Common Stock 09/01/2020 S( 1 ) 700 D $ 493.943 ( 23 ) 620,944 D Common Stock 09/01/2020 S( 1 ) 900 D $ 495.007 ( 24 ) 620,044 D Common Stock 09/01/2020 S( 1 ) 1,000 D $ 496.368 ( 25 ) 619,044 D Common Stock 09/01/2020 S( 1 ) 400 D $ 498.44 ( 26 ) 618,644 D Common Stock 09/01/2020 S( 1 ) 100 D $ 499.18 618,544 D Common Stock 09/01/2020 S( 1 ) 379 D $ 502.011 ( 27 ) 618,165 D Common Stock 09/01/2020 S( 1 ) 300 D $ 497.427 ( 28 ) 617,865 D Common Stock 09/03/2020 M( 1 ) 20,375 A $ 74.17 638,240 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-Qualified Stock Option (right to buy) $ 74.17 09/03/2020 M( 1 ) 20,375 ( 29 ) 06/18/2025 Common Stock 20,375 $ 0 209,250 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Musk Kimbal C/O TESLA, INC. 3500 DEER CREEK ROAD PALO ALTO, CA94304 X Signatures By: Aaron Beckman, Power of Attorney For: Kimbal Musk 09/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transactions reported on this From 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 20, 2020, as adjusted to give effect to a five-for-one forward split of the Issuer's common stock in the form of a stock dividend distributed on August 28, 2020. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $471.030 to $471.620, 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. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $472.960 to $473.920, 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 $473.990 to $474.310, 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 $474.350 to $475.340, 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 $475.370 to $476.250, 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 $476.370 to $477.140, 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. ( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $477.390 to $478.210, 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 $478.400 to $479.390, 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 $479.400 to $480.360, 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 $480.550 to $481.510, 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 $481.590 to $482.170, 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 $482.620 to $483.610, 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 $483.650 to $484.600, 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 $484.730 to $485.710, 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 $485.780 to $486.760, 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 $486.830 to $487.810, 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. ( 18 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $487.900 to $488.730, 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. ( 19 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $488.920 to $489.850, 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. ( 20 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $489.980 to $490.930, 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 $491.000 to $491.950, 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 $492.350 to $493.150, 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. ( 23 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $493.590 to $494.220, 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. ( 24 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $494.640 to $495.600, 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 $495.890 to $496.860, 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 $498.100 to $498.780, 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 $501.480 to $502.420, 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 $497.050 to $497.680, 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 )This stock option award is a triennial equity award granted pursuant to the Issuer's 2010 Equity Incentive Plan and Outside Director Compensation Policy. 1/36th of the shares granted shall become vested and exercisable as of each monthly anniversary following June 18, 2018, such that all shares subject to the Option shall be fully vested and exercisable by June 18, 2021.

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).

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