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 *
Gracias Antonio J.
   2. Issuer Name and Ticker or Trading Symbol
Tesla, Inc. [TSLA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O TESLA, INC., 3500 DEER CREEK ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
02/13/2019
(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 02/13/2019   M(1)   7,200 A $ 29.66 19,572 D  
Common Stock 02/13/2019   S(1)   1,600 D $ 306.57 (2) 17,972 D  
Common Stock 02/13/2019   S(1)   3,602 D $ 307.594 (3) 14,370 D  
Common Stock 02/13/2019   S(1)   1,797 D $ 308.48 (4) 12,573 D  
Common Stock 02/13/2019   S(1)   891 D $ 309.208 (5) 11,682 D  
Common Stock 02/13/2019   S(1)   500 D $ 310.225 (6) 11,182 D  
Common Stock 02/14/2019   M(1)   7,200 A $ 29.66 18,382 D  
Common Stock 02/14/2019   S(1)   197 D $ 301.52 (7) 18,185 D  
Common Stock 02/14/2019   S(1)   803 D $ 302.662 (8) 17,382 D  
Common Stock 02/14/2019   S(1)   2,629 D $ 303.563 (9) 14,753 D  
Common Stock 02/14/2019   S(1)   4,061 D $ 304.627 (10) 10,692 D  
Common Stock 02/14/2019   S(1)   700 D $ 305.574 (11) 9,992 D  
Common Stock               271,778 I by AJG Growth Fund (12)
Common Stock               4,253 I by VEM II (13)

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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) $ 29.66 02/13/2019   M(1)     7,200   (14) 06/12/2019 Common Stock 7,200 $ 0 65,000 D  
Non-Qualified Stock Option (right to buy) $ 29.66 02/14/2019   M(1)     7,200   (14) 06/12/2019 Common Stock 7,200 $ 0 57,800 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Gracias Antonio J.
C/O TESLA, INC.
3500 DEER CREEK ROAD
PALO ALTO, CA 94304		   X      

Signatures

 By: Jonathan Chang, Power of Attorney For: Antonio J. Gracias   02/15/2019
**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 sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 5, 2018.
(2) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $306.01 to $306.935, 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 $307.02 to $308.01, 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 $308.03 to $309.00, 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 $309.05 to $309.40, 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 $310.75 to $310.475, 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 $301.03 to $302.01, 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 $302.05 to $303.00, 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 $303.055 to $304.050, 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 $304.06 to $305.04, 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 $305.21 to $305.88, 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) These shares are owned directly by AJG Growth Fund LLC. The reporting person is the manager of AJG Growth Fund LLC and may be deemed to have an indirect pecuniary interest in the shares owned by AJG Growth Fund LLC. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
(13) These shares are owned directly by Valor Equity Management II, LP. The reporting person is the manager of Valor Equity Management II, LP and may be deemed to have an indirect pecuniary interest in the shares owned by Valor Equity Management II, LP. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
(14) 1/24th of the shares granted became vested and exercisable as of each monthly anniversary beginning on July 8, 2013, such that all shares subject to the Option were fully vested and exercisable by June 8, 2015.

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