Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Straubel Jeffrey B
   2. Issuer Name and Ticker or Trading Symbol
Tesla, Inc. [TSLA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Technical Officer
(Last)
(First)
(Middle)
C/O TESLA, INC., 3500 DEER CREEK ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
03/26/2019
(Street)

PALO ALTO, CA 94304		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 03/26/2019   M(1)   350 A $ 30.41 306,748 D  
Common Stock 03/26/2019   M(1)   7,191 A $ 28.45 313,939 D  
Common Stock 03/26/2019   M(1)   7,459 A $ 31.49 321,398 D  
Common Stock 03/26/2019   S(1)   400 D $ 264.66 (2) 320,998 D  
Common Stock 03/26/2019   S(1)   1,900 D $ 266.233 (3) 319,098 D  
Common Stock 03/26/2019   S(1)   6,858 D $ 267.232 (4) 312,240 D  
Common Stock 03/26/2019   S(1)   3,842 D $ 268.032 (5) 308,398 D  
Common Stock 03/26/2019   S(1)   1,600 D $ 268.961 (6) 306,798 D  
Common Stock 03/26/2019   S(1)   400 D $ 269.888 (7) 306,398 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option (right to buy) $ 28.45 03/26/2019   M     7,191   (8) 01/10/2021 Common Stock 7,191 $ 0 0 D  
Non-Qualified Stock Option (right to buy) $ 30.41 03/26/2019   M     350 12/12/2011(9) 12/12/2021 Common Stock 350 $ 0 0 D  
Non-Qualified Stock Option (right to buy) $ 31.49 03/26/2019   M     7,459   (10) 02/13/2022 Common Stock 7,459 $ 0 35,048 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Straubel Jeffrey B
C/O TESLA, INC.
3500 DEER CREEK ROAD
PALO ALTO, CA 94304		       Chief Technical Officer  

Signatures

 By: Aaron Beckman, Power of Attorney For: Jeffrey B. Straubel   03/28/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) The stock option exercise and sales reported on this Form 4 were effected pursuant to a pre-determined Rule 10b5-1 trading plan adopted by the reporting person on November 12, 2018.
(2) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $264.440 to $264.880, 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.
(3) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $265.690 to $266.670, 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 $266.710 to $267.700, 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 $267.730 to $268.640, 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 $268.730 to $269.620, 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 $269.770 to $270.080, 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) 1,021 of the shares subject to the option became vested and exercisable on February 10, 2011 and 1/48th of the shares subject to the option became vested and exercisable each month thereafter such that all shares subject to the Option became fully vested and exercisable as of December 10, 2014.
(9) 100% of the shares subject to the option are fully vested and exercisable as of the grant date.
(10) 1/48th of the shares subject to the option vested on each monthly anniversary beginning on March 13, 2012, such that all shares subject to the Option became fully vested and exercisable as of December 13, 2015.

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