Sec Form 4 Filing - DENHOLM ROBYN M @ Tesla, Inc. - 2022-02-01

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 DENHOLM ROBYN M 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., 13101 HAROLD GREEN ROAD 3. Date of Earliest Transaction (MM/DD/YY) 02/01/2022 (Street) AUSTIN, TX78725 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 02/01/2022 M( 1 ) 25,000 A $ 52.38 30,000 D Common Stock 02/01/2022 S( 1 ) 400 D $ 906.293( 2 ) 29,600 D Common Stock 02/01/2022 S( 1 ) 400 D $ 907.58( 3 ) 29,200 D Common Stock 02/01/2022 S( 1 ) 700 D $ 908.809( 4 ) 28,500 D Common Stock 02/01/2022 S( 1 ) 699 D $ 911.26( 5 ) 27,801 D Common Stock 02/01/2022 S( 1 ) 1,901 D $ 912.278( 6 ) 25,900 D Common Stock 02/01/2022 S( 1 ) 800 D $ 913.403( 6 ) 25,100 D Common Stock 02/01/2022 S( 1 ) 3,156 D $ 914.489( 7 ) 21,944 D Common Stock 02/01/2022 S( 1 ) 1,024 D $ 915.509( 8 ) 20,920 D Common Stock 02/01/2022 S( 1 ) 1,020 D $ 916.549( 9 ) 19,900 D Common Stock 02/01/2022 S( 1 ) 400 D $ 917.345( 10 ) 19,500 D Common Stock 02/01/2022 S( 1 ) 700 D $ 918.914( 11 ) 18,800 D Common Stock 02/01/2022 S( 1 ) 400 D $ 919.733( 12 ) 18,400 D Common Stock 02/01/2022 S( 1 ) 300 D $ 920.853( 13 ) 18,100 D Common Stock 02/01/2022 S( 1 ) 600 D $ 922.302( 14 ) 17,500 D Common Stock 02/01/2022 S( 1 ) 400 D $ 923.823( 15 ) 17,100 D Common Stock 02/01/2022 S( 1 ) 800 D $ 925.046( 16 ) 16,300 D Common Stock 02/01/2022 S( 1 ) 600 D $ 926.482( 17 ) 15,700 D Common Stock 02/01/2022 S( 1 ) 100 D $ 929.89 15,600 D Common Stock 02/01/2022 S( 1 ) 200 D $ 931.655( 18 ) 15,400 D Common Stock 02/01/2022 S( 1 ) 300 D $ 932.853( 19 ) 15,100 D Common Stock 02/01/2022 S( 1 ) 10,100 D $ 934.124( 20 ) 5,000 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) $ 52.38 02/01/2022 M( 1 ) 25,000 ( 21 ) 06/18/2022 Common Stock 25,000 $ 0 75,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DENHOLM ROBYN M C/O TESLA, INC. 13101 HAROLD GREEN ROAD AUSTIN, TX78725 X Signatures By: Aaron Beckman, Power of Attorney For: Robyn M. Denholm 02/03/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )THE TRANSACTIONS REPORTED ON THIS FORM 4 WERE AUTOMATICALLY EFFECTED PURSUANT TO A RULE 10B5-1 TRADING PLAN PREVIOUSLY ADOPTED ON NOVEMBER 5, 2021 AND ESTABLISHED BY THE REPORTING PERSON FOR THE PURPOSE OF AN ORDERLY LIQUIDATION OF OPTIONS SCHEDULED TO EXPIRE IN 2022. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $905.900 to $906.560, 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 $907.160 to $908.000, 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. ( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $908.240 to $909.200, 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 $910.830 to $911.700, 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. ( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $912.990 to $913.880, 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. ( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $914.020 to $915.000, 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. ( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $915.190 to $916.180, 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. ( 9 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $916.190 to $917.170, 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. ( 10 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $917.260 to $917.420, 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 $918.430 to $919.410, 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 $919.600 to $920.010, 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 $920.620 to $921.250, 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. ( 14 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $922.010 to $922.670, 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. ( 15 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $923.370 to $924.350, 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. ( 16 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $924.540 to $925.320, 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 $926.030 to $926.910, 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 $931.290 to $932.020, 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 $932.510 to $933.120, 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 $934.120 to $934.560, inclusive. The reporting person undertakes to provide Tesla, Inc., any security holder of Tesla, Inc. or the staff of the Se curities 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 )This stock option award is a triennial equity award granted pursuant to the Company's 2010 Equity Incentive Plan and Outside Director Compensation Policy. 1/36th of the shares granted became vested and exercisable as of each monthly anniversary of June 18, 2015, such that all shares subject to the award became fully vested and exercisable by June 18, 2018.

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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