SEC Form 4 · accession 0001495158-19-000001
Tesla, Inc. · TSLA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Antonio J. Gracias
Director
Period of report
Jan 16, 2019
Accepted (ET)
Jan 18, 2019 · 9:22 pm EST
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 Stock | Jan 16, 2019 | M | 2,266 | $30.08 | A | 17,018 | D | |
| Common Stock | Jan 16, 2019 | M | 4,934 | $29.66 | A | 21,952 | D | |
| Common StockF2 | Jan 16, 2019 | S | 340 | $345.89 | D | 21,612 | D | |
| Common StockF3 | Jan 16, 2019 | S | 1,250 | $347.43 | D | 20,362 | D | |
| Common StockF4 | Jan 16, 2019 | S | 2,280 | $348.54 | D | 18,082 | D | |
| Common StockF5 | Jan 16, 2019 | S | 3,920 | $349.45 | D | 14,162 | D | |
| Common StockF6 | Jan 16, 2019 | S | 500 | $350.44 | D | 13,662 | D | |
| Common Stock | Jan 16, 2019 | S | 100 | $351.17 | D | 13,562 | D | |
| Common Stock | Jan 17, 2019 | M | 7,200 | $29.66 | A | 20,762 | D | |
| Common StockF7 | Jan 17, 2019 | S | 1,000 | $346.10 | D | 19,762 | D | |
| Common StockF8 | Jan 17, 2019 | S | 3,084 | $347.09 | D | 16,678 | D | |
| Common StockF9 | Jan 17, 2019 | S | 3,106 | $347.97 | D | 13,572 | D | |
| Common StockF10 | Jan 17, 2019 | S | 1,000 | $349.04 | D | 12,572 | D | |
| Common StockF11 | Jan 17, 2019 | S | 200 | $350.31 | D | 12,372 | D | |
| Common StockF12 | holding | — | — | — | 271,778 | I | by AJG Growth Fund | |
| Common StockF13 | holding | — | — | — | 4,253 | I | by VEM II |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F14 | $29.66 | Jan 16, 2019 | M | 4,934 | D | — | Jun 12, 2019 | Common Stock | 4,934 | 79,400 | D |
| Non-Qualified Stock Option (right to buy)F14 | $29.66 | Jan 17, 2019 | M | 7,200 | D | — | Jun 12, 2019 | Common Stock | 7,200 | 72,200 | D |
| Non-Qualified Stock Option (right to buy)F15 | $30.08 | Jan 16, 2019 | M | 2,266 | D | — | Jun 8, 2019 | Common Stock | 2,266 | 0 | D |
Explanation of responses
- F1The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 5, 2018.
- F10The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $348.55 to $349.47, 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.
- F11The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $350.00 to $350.61, 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.
- F12These 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.
- F13These shares are owned directly by Valor Equity Management II, LP. The reporting person is the manager of Valor Equity Management II, LP and may be deemed to have an indirect pecuniary interest in the shares owned by Valor Equity Management II, LP. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
- F141/24th of the shares granted became vested and exercisable as of each monthly anniversary beginning on July 8, 2013, such that all shares subject to the Option were fully vested and exercisable by June 8, 2015.
- F15100% of the shares subject to the option became vested and exercisable on June 8, 2013.
- F2The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $345.79 to $346.04, 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 forth in this footnote.
- F3The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $347.00 to $347.83, 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.
- F4The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $348.03 to $349.00, 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.
- F5The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $349.035 to $350.03, 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.
- F6The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $350.12 to $350.85, 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.
- F7The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $345.51 to $346.30, 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.
- F8The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $346.54 to $347.53, 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.
- F9The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $347.55 to $348.54, 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.