Statement of Changes in Beneficial Ownership (4)
May 23 2016 - 6:09PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Musk Elon
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2. Issuer Name
and
Ticker or Trading Symbol
TESLA MOTORS INC
[
TSLA
]
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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
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(Last)
(First)
(Middle)
C/O TESLA MOTORS, INC, 3500 DEER CREEK ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/19/2016
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(Street)
PALO ALTO, CA 94304
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/19/2016
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M
(1)
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2147986.0
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A
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$6.63
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31727328
(2)
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I
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by Trust
(2)
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Common Stock
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5/19/2016
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M
(1)
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3355986.0
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A
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$6.63
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35083314
(2)
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I
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by Trust
(2)
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Common Stock
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5/19/2016
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G
(3)
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1200000.0
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D
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$0.0
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33883314
(2)
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I
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by Trust
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Qualified Stock Option (right to buy)
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$6.63
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5/19/2016
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M
(1)
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2147986.0
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12/4/2009
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12/3/2016
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Common Stock
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2147986
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$0.0
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3355986
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D
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Non-Qualified Stock Option (right to buy)
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$6.63
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5/19/2016
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M
(1)
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3355986.0
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12/4/2009
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12/3/2016
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Common Stock
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3355986
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$0.0
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0
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D
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Explanation of Responses:
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(
1)
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The reporting person exercised stock options to purchase an aggregate of 5,503,972 shares of Tesla's common stock in a transaction exempt from Section 16(b) of the Securities Exchange Act of 1934. The reporting person intends to sell 2,782,670 of these shares in an underwritten registered offering solely in order to pay income tax related to these stock option exercises.
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(
2)
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In connection with the transactions described in footnote 1, any issuer shares that continue to be held by the reporting person will be held indirectly by the Elon Musk Revocable Trust dated July 22, 2003, for which the reporting person is a trustee.
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(
3)
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The reporting person gifted 1.2 million shares of Tesla's common stock to charity.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Musk Elon
C/O TESLA MOTORS, INC
3500 DEER CREEK ROAD
PALO ALTO, CA 94304
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X
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X
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CEO
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Signatures
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By: Jonathan Chang by Power of Attorney For: Elon R Musk
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5/23/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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