As filed with the Securities and Exchange Commission on March 11, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE
SECURITIES ACT OF 1933
Tesla, Inc.
(Exact name
of Registrant as specified in its charter)
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Delaware
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91-2197729
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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3500 Deer Creek Road
Palo Alto, California 94304
(650)
681-5000
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Elon Musk
Chief
Executive Officer
Tesla, Inc.
3500 Deer Creek Road
Palo Alto, California 94304
(650)
681-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Larry W. Sonsini
Mark B. Baudler
Andrew D.
Hoffman
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo
Alto, California 94304
(650)
493-9300
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Jonathan A. Chang
M. Yun Huh
Rakhi I.
Patel
Tesla, Inc.
3500 Deer Creek Road
Palo
Alto, California 94304
(650)
681-5000
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans,
please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check
the following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, please check the following box and
list the Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. ☐
If the Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act of 1933, check the following box. ☒
If this
Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act of 1933, check the
following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and
emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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Accelerated filer ☐
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Non-accelerated filer
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☐
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Smaller reporting company ☐
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Emerging growth company ☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐