SEC Form 4 · accession 0001503210-15-000012
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 15, 2015
Accepted (ET)
May 18, 2015 · 8:14 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 StockF2 | May 15, 2015 | M | 10,000 | $6.63 | A | 111,569 | D | |
| Common StockF3 | May 15, 2015 | S | 700 | $243.544 | D | 110,869 | D | |
| Common StockF4 | May 15, 2015 | S | 600 | $244.667 | D | 110,269 | D | |
| Common StockF5 | May 15, 2015 | S | 200 | $245.525 | D | 110,069 | D | |
| Common StockF6 | May 15, 2015 | S | 2,300 | $246.912 | D | 107,769 | D | |
| Common StockF7 | May 15, 2015 | S | 3,192 | $247.602 | D | 104,577 | D | |
| Common StockF8 | May 15, 2015 | S | 3,008 | $248.692 | D | 101,569 | D | |
| Common Stock | May 18, 2015 | M | 33,333 | $2.70 | A | 134,902 | 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)F9 | $2.70 | May 18, 2015 | M | 33,333 | D | — | Jun 3, 2015 | Common Stock | 33,333 | 0 | D |
| Non-Qualified Stock Option (right to buy)F9 | $6.63 | May 15, 2015 | M | 10,000 | D | — | Dec 3, 2016 | Common Stock | 10,000 | 98,430 | D |
Explanation of responses
- F1The stock option exercise and sales reported on this Form 4 were effected pursuant to a pre-determined Rule 10b5-1 trading plan adopted by the reporting person on March 13, 2015. The reporting person adopted the trading plan to periodically exercise long held stock options that are expiring in 2016. In addition, the reporting person is selling securities in order to fund the exercise of the expiring stock options and the resulting tax liability. The reporting person's ownership in Tesla Motors, Inc. is increasing after taking into account all of the transactions reported on this Form 4.
- F2Amount of securities beneficially owned includes 88 shares acquired under the Tesla Motors, Inc. Employee Stock Purchase Plan on February 27, 2015.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $242.94 to $243.85, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, 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 $244.02 to $244.94, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, 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 $245.21 to $245.84, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, 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 $246.33 to $247.32, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, 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 $247.33 to $248.04, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, 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 $248.41 to $249.07, inclusive. The reporting person undertakes to provide Tesla Motors, Inc., any security holder of Tesla Motors, 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.
- F91/48th 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.