Sec Form 4 Filing - Taneja Vaibhav @ Tesla, Inc. - 2021-07-06

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) 07/06/2021 (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 07/06/2021 M( 1 ) 40 A $ 55.32 19,721 D Common Stock 07/06/2021 M( 1 ) 4,050 A $ 54.66 23,771 D Common Stock 07/06/2021 S( 1 ) 319 ( 2 ) D $ 653.961 ( 3 ) 23,452 D Common Stock 07/06/2021 S( 1 ) 647 ( 2 ) D $ 655.36 ( 4 ) 22,805 D Common Stock 07/06/2021 S( 1 ) 380 ( 2 ) D $ 656.468 ( 5 ) 22,425 D Common Stock 07/06/2021 S( 1 ) 535 ( 2 ) D $ 657.282 ( 6 ) 21,890 D Common Stock 07/06/2021 S( 1 ) 343 ( 2 ) D $ 658.376 ( 7 ) 21,547 D Common Stock 07/06/2021 S( 1 ) 112 ( 2 ) D $ 659.242 ( 8 ) 21,435 D Common Stock 07/06/2021 S( 1 ) 132 ( 2 ) D $ 660.736 ( 9 ) 21,303 D Common Stock 07/06/2021 S( 1 ) 422 ( 2 ) D $ 662.044 ( 10 ) 20,881 D Common Stock 07/06/2021 S( 1 ) 323 ( 2 ) D $ 663.171 ( 11 ) 20,558 D Common Stock 07/06/2021 S( 1 ) 233 ( 2 ) D $ 664.264 ( 12 ) 20,325 D Common Stock 07/06/2021 S( 1 ) 334 ( 2 ) D $ 665.148 ( 13 ) 19,991 D Common Stock 07/06/2021 S( 1 ) 112 ( 2 ) D $ 666.411 ( 14 ) 19,879 D Common Stock 07/06/2021 S( 1 ) 11 ( 2 ) D $ 666.92 19,868 D Common Stock 07/06/2021 S( 1 ) 100 ( 2 ) D $ 671.91 19,768 D Common Stock 07/06/2021 S( 1 ) 113 ( 2 ) D $ 677.158 ( 15 ) 19,655 D Common Stock 07/06/2021 S( 1 ) 9 ( 2 ) D $ 678.37 19,646 D Common Stock 07/06/2021 S( 1 ) 313 ( 2 ) D $ 679.856 ( 16 ) 19,333 D Common Stock 07/06/2021 S( 1 ) 21 ( 2 ) D $ 681.724 ( 17 ) 19,312 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 Deriv ative 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) $ 54.66 07/06/2021 M( 1 ) 4,050 ( 18 ) 04/19/2029 Common Stock 4,050 $ 0 298,640 D Non-Qualified Stock Option (right to buy) $ 55.32 07/06/2021 M( 1 ) 40 ( 19 ) 10/16/2028 Common Stock 40 $ 0 1,130 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 07/08/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transactions 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 4,459 shares sold, approximately 2,138 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 4,090 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 $653.610 to $654.600, 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. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $654.890 to $655.760, 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. ( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $655.900 to $656.760, 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. ( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $656.940 to $657.860, 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. ( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $658.010 to $658.880, 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. ( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $659.030 to $659.250, 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. ( 9 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $660.190 to $661.180, 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. ( 10 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $661.490 to $662.420, 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. ( 11 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $662.520 to $663.510, 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 $663.650 to $664.600, 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. ( 13 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $664.680 to $665.570, 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. ( 14 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $665.840 to $666.470, 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. ( 15 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $677.110 to $677.940, 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 $679.740 to $680.310, 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. ( 17 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $681.200 to $681.750, 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. ( 18 )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. ( 19 )Represents part of a single option award grant, including Incentive Stock Options, initially for an aggregate 7,755 shares, 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. 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirec tly.

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

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