SC 13G/A

Names of Reporting Persons.

Elon R. Musk

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☒

SEC Use Only

Citizenship or Place of Organization

United States

SCHEDULE 13G/A

(Amendment No. 12)*

Under the Securities Exchange Act of 1934

Tesla, Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

88160R 101

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-l(b)

☐ Rule 13d-l(c)

☒ Rule 13d-l(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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 control number.

CUSIP No. 88160R 101

Page 2 of 5 pages

Item 1.

(a)

Name of Issuer:

Tesla, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

1 Tesla Road

Austin, TX 78725

Item 2.

(a)

Name of Person Filing:

Elon R. Musk

(b)

Address of Principal Business Office or, if none, Residence

c/o Tesla, Inc., 1 Tesla Road, Austin, TX 78725

(c)

Citizenship:

United States

(d)

Title of Class of Securities:

Common Stock, $0.001 par value per share

(e)

CUSIP Number:

88160R 101

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:


(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	☐	An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned: 716,022,963 shares which includes (i) 412,051,833 shares of Common Stock held by the Elon Musk Revocable Trust dated July 22, 2003 and (ii) options to purchase 303,971,130 shares of Common Stock that are exercisable within 60 days of December 31, 2022.

(b)

Percent of class: 20.6% (percentage ownership is calculated based on 3,163,685,267 shares of Common Stock outstanding as of December 31, 2022 and assumes that the shares of Common Stock underlying the stock options are deemed outstanding pursuant to SEC Rule 13d-3(d)(1)(i)).

Page 3 of 5 pages

(c)	Number of shares as to which the person has:


(i) Sole power to vote or to direct the vote:		716,022,963 (See Item 4(a) above)

(ii) Shared power to vote or to direct the vote:		716,022,963 (See Item 4(a) above)

(iii) Sole power to dispose or to direct the disposition of:		716,022,963 (See Item 4(a) above)

(iv) Shared power to dispose or to direct the disposition of:		716,022,963 (See Item 4(a) above)

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certifications.

Not applicable.

Page 4 of 5 pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 14, 2023

Date

/s/ Elon R. Musk

Elon R. Musk

Page 5 of 5 pages