SEC Form 4 · accession 0001494727-17-000001
Tesla, Inc. · TSLA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey B Straubel
Officer — Chief Technical Officer
Period of report
May 8, 2017
Accepted (ET)
May 10, 2017 · 9:35 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001318605
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | May 8, 2017 | M | 109,593 | $14.17 | A | 435,922 | D | |
| Common StockF1 | May 8, 2017 | M | 7,057 | $14.17 | A | 442,979 | D | |
| Common StockF1 | May 8, 2017 | M | 2,450 | $14.17 | A | 445,429 | D | |
| Common StockF1,F3 | May 8, 2017 | S | 39,203 | $306.601 | D | 406,226 | D | |
| Common StockF1,F4 | May 8, 2017 | S | 45,682 | $307.328 | D | 360,544 | D | |
| Common StockF1,F5 | May 8, 2017 | S | 9,234 | $308.413 | D | 351,310 | D | |
| Common StockF1,F6 | May 8, 2017 | S | 6,072 | $309.461 | D | 345,238 | D | |
| Common StockF1,F7 | May 8, 2017 | S | 5,409 | $310.276 | D | 339,829 | D | |
| Common StockF1,F8 | May 8, 2017 | S | 400 | $311.288 | D | 339,429 | D | |
| Common StockF1 | May 9, 2017 | S | 100 | $318.79 | D | 339,329 | D | |
| Common StockF1,F9 | May 9, 2017 | S | 1,074 | $319.664 | D | 338,255 | D | |
| Common StockF1,F10 | May 9, 2017 | S | 1,500 | $320.813 | D | 336,755 | D | |
| Common StockF1,F11 | May 9, 2017 | S | 426 | $321.475 | D | 336,329 | D | |
| Common StockF1 | May 9, 2017 | M | 4,209 | $28.45 | A | 340,538 | D | |
| Common StockF1 | May 9, 2017 | M | 7,493 | $31.49 | A | 348,031 | D | |
| Common StockF1 | May 9, 2017 | M | 270 | $249.92 | A | 348,301 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Incentive Stock Option (right to buy)F1,F12 | $28.45 | May 9, 2017 | M | 4,209 | D | — | Jan 10, 2021 | Common Stock | 4,209 | 0 | D |
| Incentive Stock Option (right to buy)F1,F12 | $31.49 | May 9, 2017 | M | 7,493 | D | — | Feb 13, 2022 | Common Stock | 7,493 | 0 | D |
| Incentive Stock Option (right to buy)F1,F13 | $249.92 | May 9, 2017 | M | 270 | D | — | Apr 11, 2026 | Common Stock | 270 | 1,467 | D |
| Non-Qualified Stock Option (right to buy)F1,F14 | $14.17 | May 8, 2017 | M | 2,450 | D | — | Jun 11, 2017 | Common Stock | 2,450 | 0 | D |
| Non-Qualified Stock Option (right to buy)F1,F15 | $14.17 | May 8, 2017 | M | 109,593 | D | — | Jun 11, 2017 | Common Stock | 109,593 | 0 | D |
| Non-Qualified Stock Option (right to buy)F1,F15 | $14.17 | May 8, 2017 | M | 7,057 | D | — | Jun 11, 2017 | Common Stock | 7,057 | 0 | D |
Explanation of responses
- F1On May 8, 2017, the reporting person exercised long held stock options to purchase 119,100 shares of Tesla's common stock. These stock options were set to expire on June 11, 2017 if left unexercised. On May 9, 2017, the reporting person exercised additional stock options to purchase 11,972 shares of Tesla common stock. In connection with these exercises, the reporting person incurred significant exercise costs and tax liability. A substantial portion of the shares sold pursuant to transactions reported on this Form 4 was used to cover such exercise costs and tax liability. The net effect of the transactions reported on this Form 4 is to increase the reporting person's holdings in Tesla by 22,064 shares.
- F10The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $320.24 to $321.24, 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 for this in this footnote.
- F11The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $321.32 to $321.64, 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 for this in this footnote.
- F121/48th of the shares subject to the option will vest on each monthly anniversary of the grant date, so that all such shares will be vested as of the fourth anniversary of the grant date.
- F131/8th of the shares subject to the option became vested and exercisable on October 11, 2016 and 1/48th of the shares subject to the option shall become vested and exercisable every month thereafter.
- F141/48th of the shares subject to the option become vested and exercisable on July 3, 2010 and each month thereafter.
- F15Shares subject to the option become vested and exercisable upon the Issuer's achievement of certain performance objectives set forth in the option agreement.
- F2Amount of securities beneficially owned includes 92 shares acquired under the Tesla, Inc. Employee Stock Purchase Plan on February 28, 2017.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $305.99 to $306.98, 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 for this in this footnote.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $306.99 to $307.98, 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 for this in this footnote.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $307.99 to $308.98, 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 for this in this footnote.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $308.99 to $309.98, 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 for this in this footnote.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $309.99 to $310.95, 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 for this in this footnote.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $311.00 to $311.46, 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 for this in this footnote.
- F9The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $319.20 to $320.04, 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 for this in this footnote.