Sec Form 4 Filing - Buss Brad W @ Tesla, Inc. - 2019-02-14

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 Buss Brad W 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) 02/14/2019 (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 02/14/2019 M( 1 ) 16,666 A $ 30.08 18,206 D Common Stock 02/14/2019 M( 1 ) 2,605 A $ 29.66 20,811 D Common Stock 02/14/2019 S( 1 ) 1,000 D $ 301.861 ( 2 ) 19,811 D Common Stock 02/14/2019 S( 1 ) 6,689 D $ 302.906 ( 3 ) 13,122 D Common Stock 02/14/2019 S( 1 ) 4,547 D $ 303.673 ( 4 ) 8,575 D Common Stock 02/14/2019 S( 1 ) 3,135 D $ 304.804 ( 5 ) 5,440 D Common Stock 02/14/2019 S( 1 ) 3,800 D $ 305.877 ( 6 ) 1,640 D Common Stock 02/14/2019 S( 1 ) 100 D $ 306.5 1,540 D Common Stock 11,808 I Buss Family Trust

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) $ 29.66 02/14/2019 M( 1 ) 2,605 ( 7 ) 06/12/2019 Common Stock 2,605 $ 0 57,811 D Non-Qualified Stock Option (right to buy) $ 30.08 02/14/2019 M( 1 ) 16,666 ( 8 ) 06/08/2019 Common Stock 16,666 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Buss Brad W C/O TESLA, INC. 3500 DEER CREEK ROAD PALO ALTO, CA94304 X Signatures By: Jonathan Chang, Power of Attorney For: Brad W. Buss 02/19/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 8, 2018. The option exercises reported herein are of long-held stock options that were scheduled to expire in June 2019. ( 2 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $301.32 to $302.28, 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 $302.37 to $303.34, 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 $303.37 to $304.29, 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 $304.37 to $305.35, 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 $305.41 to $306.32, 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 )1/24th of the shares granted became vested and exercisable as of each monthly anniversary beginning on July 12, 2012, such that all shares subject to the Option were vested and exercisable by July 12, 2014. ( 8 )100% of the shares subject to the option became vested and exercisable on June 8, 2013.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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