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 *
FIELD JOHN DOUGLAS
  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)
Senior VP, Engineering
(Last)
(First)
(Middle)
C/O TESLA, INC., 3500 DEER CREEK ROAD
3. Date of Earliest Transaction (Month/Day/Year)
06/05/2018
(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 06/05/2018   M(1)   563 A $ 0 20,424 D  
Common Stock 06/05/2018   M(1)   530 A $ 0 20,954 D  
Common Stock 06/05/2018   M(1)   1,520 A $ 0 22,474 D  
Common Stock 06/05/2018   M(1)   189 A $ 0 22,663 D  
Common Stock 06/06/2018   F(2)   95 D $ 300.52 22,568 D  
Common Stock 06/06/2018   F(2)   281 D $ 300.52 22,287 D  
Common Stock 06/06/2018   F(2)   265 D $ 300.52 22,022 D  
Common Stock 06/06/2018   F(2)   758 D $ 300.52 21,264 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
Restricted Stock Unit $ 0 06/05/2018   M     563   (3)   (3) Common Stock 563 $ 0 2,251 D  
Restricted Stock Unit $ 0 06/05/2018   M     189   (4)   (4) Common Stock 189 $ 0 1,133 D  
Restricted Stock Unit $ 0 06/05/2018   M     530   (5)   (5) Common Stock 530 $ 0 4,240 D  
Restricted Stock Unit $ 0 06/05/2018   M     1,520   (6)   (6) Common Stock 1,520 $ 0 19,769 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FIELD JOHN DOUGLAS
C/O TESLA, INC.
3500 DEER CREEK ROAD
PALO ALTO, CA 94304
      Senior VP, Engineering  

Signatures

 Aaron Beckman, Power of Attorney for John Douglas Field   06/07/2018
**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) Shares of the Issuer's common stock were issued to the reporting person upon the vesting of restricted stock units on June 5, 2018.
(2) PURSUANT TO THE ISSUER'S EQUITY PLAN AND POLICIES, THESE SHARES OF COMMON STOCK WERE AUTOMATICALLY WITHHELD AND SOLD BY THE ISSUER TO SATISFY THE REPORTING PERSON'S TAX WITHHOLDING OBLIGATIONS RELATED TO THE VESTING OF RESTRICTED STOCK UNITS REPORTED HEREIN.
(3) 1/5th of 2,814 restricted stock units vested on June 5, 2018. The remaining 2,251 restricted stock units will commence vesting in four quarterly installments beginning September 5, 2018.
(4) 1/7th of 1,322 restricted stock units vested on June 5, 2018. The remaining 1,133 restricted stock units will commence vesting in six quarterly installments beginning September 5, 2018.
(5) 1/9th of 4,770 restricted stock units vested on June 5, 2018. The remaining 4,240 restricted stock units will commence vesting in eight quarterly installments beginning September 5, 2018.
(6) 1/14th of 21,289 restricted stock units vesting on June 5, 2018. The remaining 19,769 restricted stock units will commence vesting in thirteen quarterly installments beginning September 5, 2018.

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