Sec Form 4 Filing - Taneja Vaibhav @ Tesla, Inc. - 2020-07-20

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 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 Accounting Officer (Last) (First) (Middle) C/O TESLA, INC., 3500 DEER CREEK ROAD 3. Date of Earliest Transaction (MM/DD/YY) 07/20/2020 (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 07/20/2020 M 7 A $ 276.59 2,806 D Common Stock 07/20/2020 M 810 A $ 273.26 3,616 D Common Stock 07/20/2020 S( 1 ) 29 ( 2 ) D $ 1,496.31 3,587 D Common Stock 07/20/2020 S( 1 ) 300 ( 2 ) D $ 1,498.15 ( 3 ) 3,287 D Common Stock 07/20/2020 S( 1 ) 100 ( 2 ) D $ 1,519.67 3,187 D Common Stock 07/20/2020 S( 1 ) 100 ( 2 ) D $ 1,569.72 3,087 D Common Stock 07/20/2020 S( 1 ) 111 ( 2 ) D $ 1,596.387 ( 4 ) 2,976 D Common Stock 07/20/2020 S( 1 ) 100 ( 2 ) D $ 1,628.99 2,876 D Common Stock 07/20/2020 S( 1 ) 100 ( 2 ) D $ 1,633.99 2,776 D Common Stock 07/20/2020 S( 1 ) 47 ( 2 ) D $ 1,645.414 ( 5 ) 2,729 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) $ 273.26 07/20/2020 M 810 ( 6 ) 04/19/2029 Common Stock 810 $ 0 62,968 D Non-Qualified Stock Option (right to buy) $ 276.59 07/20/2020 M 7 ( 7 ) 10/16/2028 Common Stock 7 $ 0 263 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Taneja Vaibhav C/O TESLA, INC. 3500 DEER CREEK ROAD PALO ALTO, CA94304 Chief Accounting Officer Signatures By: Aaron Beckman, Power of Attorney For: Vaibhav Taneja 07/22/2020 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 June 4, 2020. ( 2 )Out of the total of 887 shares sold, 478 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 817 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 $1,497.930 to $1,498.350, 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 $1,596.370 to $1,596.540, 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. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1,645.410 to $1,645.610, 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. ( 6 )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 shall become vested and exercisable each month thereafter, until fully vested on March 13, 2023. ( 7 )Represents part of a single option award grant, including Incentive Stock Options, initially for an aggregate 1,551 shares. 1/60th of the aggregate shares subject to the option became vested and exercisable on November 1, 2018, and 1/60th 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 by October 1, 2023.

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