SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Zhu Xiaotong

(Last)

(First)

(Middle)

C/O TESLA, INC.

1 TESLA ROAD

(Street)

AUSTIN

78725

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2023

3. Issuer Name and Ticker or Trading Symbol
Tesla, Inc. [ TSLA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Automotive

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	66,098	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified Stock Option (right to buy)	⁽¹⁾	04/19/2029	Common Stock	486,045	$18.22	D
Non-Qualified Stock Option (right to buy)	⁽²⁾	10/16/2028	Common Stock	155,100	$18.44	D
Non-Qualified Stock Option (right to buy)	⁽³⁾	08/20/2028	Common Stock	295,650	$20.57	D
Non-Qualified Stock Option (right to buy)	⁽⁴⁾	10/18/2030	Common Stock	616,377	$143.61	D
Non-Qualified Stock Option (right to buy)	⁽⁵⁾	07/19/2029	Common Stock	373,760	$17.22	D
Restricted Stock Unit	⁽⁶⁾	⁽⁶⁾	Common Stock	15,798	$0.0	D

Explanation of Responses:

1. Represents a single option award grant with respect to 486,045 total shares initially. 1/4th of the total shares subject to the option became vested and exercisable on December 11, 2019, and 1/4th of the shares subject to the option became vested and exercisable on April 20, 2020, November 17, 2020, and August 19, 2022.

2. Represents a single option award grant with respect to 155,100 total shares initially. 1/60th of the total shares subject to the option became vested and exercisable on November 1, 2018, and 1/60th of the shares subject to the option become vested and exercisable on each monthly anniversary thereafter.

3. Represents option awards granted with respect to 375,000 total shares initially, which vest as follows: (a) with respect to 150,000 shares subject to the options, 1/48th of such shares became vested and exercisable upon the Issuer's achievement of certain performance objectives set forth in the option agreements, and 1/48th of the shares become vested and exercisable on each monthly anniversary thereafter, and (b) with respect to 225,000 shares subject to the options, 1/60th of such shares became vested and exercisable on August 20, 2018, and 1/60th of the shares become vested and exercisable each month thereafter.

4. Represents a single option award grant with respect to 616,377 total shares initially. 1/48th of the total shares subject to the option became vested and exercisable on December 5, 2020, and 1/48th of the shares subject to the option become vested and exercisable on each monthly anniversary thereafter.

5. Represents a single option award grant with respect to 473,760 total shares initially. 1/60th of the total shares subject to the option became vested and exercisable on July 24, 2019, and 1/60th of the shares subject to the option become vested and exercisable on each monthly anniversary thereafter.

6. 1/20th of the total 52,650 restricted stock units initially subject to this award vested on December 5, 2019, and 1/20th of the total units initially subject to this award vest every three months thereafter, so that all such shares subject to this award will be fully vested as of September 5, 2024.

	By: Aaron Beckman, Power of Attorney For: Xiaotong Zhu	04/11/2023
	** Signature of Reporting Person	Date
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 5 (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.