SEC FORM 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person ^*

Musk Elon

(Last)

(First)

(Middle)

C/O TESLA, INC.

1 TESLA ROAD

(Street)

AUSTIN

78725

(City)

(State)

(Zip)

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

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/26/2022

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/26/2022		S		1,893	D	$ 872.02 ⁽¹⁾	172,606,358	I	by Trust ⁽²⁾
Common Stock	04/26/2022		S		2	D	$ 873.03	172,606,356	I	by Trust ⁽²⁾
Common Stock	04/26/2022		S		34,259	D	$ 875.19 ⁽³⁾	172,572,097	I	by Trust ⁽²⁾
Common Stock	04/26/2022		S		201,269	D	$ 876.42 ⁽⁴⁾	172,370,828	I	by Trust ⁽²⁾
Common Stock	04/26/2022		S		29,006	D	$ 877.49 ⁽⁵⁾	172,341,822	I	by Trust ⁽²⁾
Common Stock	04/26/2022		S		73,145	D	$ 878.29 ⁽⁶⁾	172,268,677	I	by Trust ⁽²⁾
Common Stock	04/26/2022		S		37,000	D	$ 879.65 ⁽⁷⁾	172,231,677	I	by Trust ⁽²⁾
Common Stock	04/26/2022		S		83,970	D	$ 880.23 ⁽⁸⁾	172,147,707	I	by Trust ⁽²⁾
Common Stock	04/26/2022		S		9,910	D	$ 881.41 ⁽⁹⁾	172,137,797	I	by Trust ⁽²⁾
Common Stock	04/26/2022		S		17,661	D	$ 882.25 ⁽¹⁰⁾	172,120,136	I	by Trust ⁽²⁾
Common Stock	04/26/2022		S		49,286	D	$ 883.84 ⁽¹¹⁾	172,070,850	I	by Trust ⁽²⁾
Common Stock	04/26/2022		S		80,095	D	$ 885.03 ⁽¹²⁾	171,990,755	I	by Trust ⁽²⁾
Common Stock	04/26/2022		S		89,645	D	$ 885.92 ⁽¹³⁾	171,901,110	I	by Trust ⁽²⁾
Common Stock	04/26/2022		S		208,342	D	$ 886.8 ⁽¹⁴⁾	171,692,768	I	by Trust ⁽²⁾
Common Stock	04/26/2022		S		150,138	D	$ 887.84 ⁽¹⁵⁾	171,542,630	I	by Trust ⁽²⁾
Common Stock	04/26/2022		S		136,118	D	$ 888.88 ⁽¹⁶⁾	171,406,512	I	by Trust ⁽²⁾
Common Stock	04/26/2022		S		106,258	D	$ 889.97 ⁽¹⁷⁾	171,300,254	I	by Trust ⁽²⁾
Common Stock	04/26/2022		S		105,802	D	$ 890.9 ⁽¹⁸⁾	171,194,452	I	by Trust ⁽²⁾
Common Stock	04/26/2022		S		99,221	D	$ 891.88 ⁽¹⁹⁾	171,095,231	I	by Trust ⁽²⁾
Common Stock	04/26/2022		S		76,450	D	$ 892.97 ⁽²⁰⁾	171,018,781	I	by Trust ⁽²⁾
Common Stock	04/26/2022		S		103,930	D	$ 893.97 ⁽²¹⁾	170,914,851	I	by Trust ⁽²⁾
Common Stock	04/26/2022		S		66,241	D	$ 894.98 ⁽²²⁾	170,848,610	I	by Trust ⁽²⁾
Common Stock	04/26/2022		S		79,331	D	$ 895.88 ⁽²³⁾	170,769,279	I	by Trust ⁽²⁾
Common Stock	04/26/2022		S		58,717	D	$ 896.89 ⁽²⁴⁾	170,710,562	I	by Trust ⁽²⁾
Common Stock	04/26/2022		S		35,296	D	$ 898.16 ⁽²⁵⁾	170,675,266	I	by Trust ⁽²⁾
Common Stock	04/26/2022		S		57,713	D	$ 899.02 ⁽²⁶⁾	170,617,553	I	by Trust ⁽²⁾
Common Stock	04/26/2022		S		59,995	D	$ 900.01 ⁽²⁷⁾	170,557,558	I	by Trust ⁽²⁾
Common Stock	04/26/2022		S		34,219	D	$ 901.05 ⁽²⁸⁾	170,523,339	I	by Trust ⁽²⁾
Common Stock	04/26/2022		S		106,840	D	$ 902.01 ⁽²⁹⁾	170,416,499	I	by Trust ⁽²⁾
Common Stock	04/26/2022		S		66,734	D	$ 902.99 ⁽³⁰⁾	170,349,765	I	by Trust ⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $872.000 to $872.500, 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.

2. The Elon Musk Revocable Trust dated July 22, 2003, for which the reporting person is trustee.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $875.000 to $875.980, 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.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $876.000 to $876.910, 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.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $877.000 to $877.990, 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.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $878.000 to $878.990, 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.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $879.000 to $879.950, 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.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $880.000 to $880.990, 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.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $881.000 to $881.630, 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.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $882.020 to $883.000, 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.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $883.380 to $884.330, 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.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $884.400 to $885.380, 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.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $885.400 to $886.390, 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.

14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $886.400 to $887.370, 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.

15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $887.400 to $888.380, 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.

16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $888.420 to $889.410, 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.

17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $889.430 to $890.410, 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.

18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $890.430 to $891.420, 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.

19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $891.440 to $892.430, 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.

20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $892.450 to $893.440, 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.

21. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $893.460 to $894.430, 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.

22. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $894.460 to $895.450, 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.

23. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $895.470 to $896.460, 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.

24. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $896.470 to $897.380, 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.

25. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $897.480 to $898.470, 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.

26. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $898.475 to $899.460, 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.

27. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $899.475 to $900.460, 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.

28. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $900.480 to $901.470, 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.

29. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $901.480 to $902.450, 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.

30. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $902.490 to $903.460, 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.

Remarks:

This Form 4 is the first of five Form 4s being filed by the Reporting Person relating to the same event. The Form 4 has been split into five filings to cover all 138 individual transactions that occurred on two consecutive Transaction Dates, because the SEC's EDGAR filing system limits a single Form 4 to a maximum of 30 separate transactions. Each Form 4 will be filed by the Reporting Person.

	By: Aaron Beckman by Power of Attorney For: Elon Musk	04/28/2022
	** Signature of Reporting Person	Date
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