Sec Form 4 Filing - Gracias Antonio J. @ Tesla, Inc. - 2020-02-20

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Gracias Antonio J.
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)
02/20/2020
(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 02/20/2020 M 25,000 A $ 261.89 25,509 ( 1 ) D
Common Stock 02/20/2020 M 25,500 A $ 250.69 51,009 D
Common Stock 02/20/2020 M 13,458 A $ 342.77 64,467 D
Common Stock 02/20/2020 M 13,194 A $ 370.83 77,661 D
Common Stock 02/20/2020 S 300 D $ 883.827 ( 2 ) 77,361 D
Common Stock 02/20/2020 S 1,584 D $ 885.161 ( 3 ) 75,777 D
Common Stock 02/20/2020 S 2,516 D $ 886.054 ( 4 ) 73,261 D
Common Stock 02/20/2020 S 5,218 D $ 887.162 ( 5 ) 68,043 D
Common Stock 02/20/2020 S 5,307 D $ 888.208 ( 6 ) 62,736 D
Common Stock 02/20/2020 S 4,417 D $ 889.22 ( 7 ) 58,319 D
Common Stock 02/20/2020 S 7,677 D $ 890.192 ( 8 ) 50,642 D
Common Stock 02/20/2020 S 11,608 D $ 891.245 ( 9 ) 39,034 D
Common Stock 02/20/2020 S 9,621 D $ 892.213 ( 10 ) 29,413 D
Common Stock 02/20/2020 S 3,404 D $ 893.271 ( 11 ) 26,009 D
Common Stock 02/20/2020 S 700 D $ 894.113 ( 12 ) 25,309 D
Common Stock 02/20/2020 S 1,215 D $ 895.297 ( 13 ) 24,094 D
Common Stock 02/20/2020 S 2,651 D $ 896.464 ( 14 ) 21,443 D
Common Stock 02/20/2020 S 4,915 D $ 897.561 ( 15 ) 16,528 D
Common Stock 02/20/2020 S 10,997 D $ 898.385 ( 16 ) 5,531 D
Common Stock 02/20/2020 S 4,922 D $ 899.431 ( 17 ) 609 D
Common Stock 02/20/2020 S 100 D $ 900.05 509 D
Common Stock 268,857 I by AJG Growth Fund ( 18 )
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) $ 250.69 02/20/2020 M 25,500 ( 19 ) 06/12/2022 Common Stock 25,500 $ 0 25,500 D
Non-Qualified Stock Option (right to buy) $ 261.89 02/20/2020 M 25,000 ( 20 ) 06/18/2022 Common Stock 25,000 $ 0 25,000 D
Non-Qualified Stock Option (right to buy) $ 342.77 02/20/2020 M 13,458 ( 21 ) 06/12/2025 Common Stock 13,458 $ 0 37,542 D
Non-Qualified Stock Option (right to buy) $ 370.83 02/20/2020 M 13,194 ( 22 ) 06/18/2025 Common Stock 13,194 $ 0 36,806 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gracias Antonio J.
C/O TESLA, INC.
3500 DEER CREEK ROAD
PALO ALTO, CA94304
X
Signatures
By: Aaron Beckman, Power of Attorney For: Antonio J. Gracias 02/24/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares shown in this Form 4 as held by the reporting person and AJG Growth Fund LLC reflect the transfer of certain shares previously held by Valor Equity Management II, LP, of which the reporting person is the manager, and which shares were also previously attributed to the reporting person.
( 2 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $883.790 to $883.880, 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.
( 3 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $884.580 to $885.560, 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.
( 4 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $885.605 to $886.600, 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.
( 5 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $886.660 to $887.650, 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 $887.730 to $888.720, 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 $888.745 to $889.740, 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 $889.750 to $890.730, 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.
( 9 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $890.755 to $891.720, 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 $891.760 to $892.750, 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.
( 11 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $892.760 to $893.750, 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.
( 12 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $893.790 to $894.740, 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 $894.880 to $895.630, 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 $896.000 to $896.970, 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 $897.000 to $897.960, 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 $898.000 to $898.985, 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 $899.000 to $899.960, 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 )These shares are owned directly by AJG Growth Fund LLC. The reporting person is the manager of AJG Growth Fund LLC and may be deemed to have an indirect pecuniary interest in the shares owned by AJG Growth Fund LLC. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
( 19 )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 12, 2015, such that all shares subject to the Option became fully vested and exercisable by June 12, 2018.
( 20 )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 Option became fully vested and exercisable by June 18, 2018.
( 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 shall become vested and exercisable as of each monthly anniversary beginning on June 12, 2018, such that all shares subject to the Option shall be fully vested and exercisable by June 12, 2021.
( 22 )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 shall become vested and exercisable as of each monthly anniversary beginning on 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.