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 *
Musk Elon
  2. Issuer Name and Ticker or Trading Symbol
Tesla, Inc. [TSLA]
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
(Last)
(First)
(Middle)
C/O TESLA, INC., 1 TESLA ROAD
3. Date of Earliest Transaction (Month/Day/Year)
04/26/2022
(Street)

AUSTIN, TX 78725
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 04/27/2022   S   4,600 D $ 888.24 (1) 168,534,252 I by Trust (2)
Common Stock 04/27/2022   S   14,203 D $ 889.66 (3) 168,520,049 I by Trust (2)
Common Stock 04/27/2022   S   13,724 D $ 890.8 (4) 168,506,325 I by Trust (2)
Common Stock 04/27/2022   S   16,264 D $ 891.92 (5) 168,490,061 I by Trust (2)
Common Stock 04/27/2022   S   13,843 D $ 892.75 (6) 168,476,218 I by Trust (2)
Common Stock 04/27/2022   S   7,378 D $ 894.02 (7) 168,468,840 I by Trust (2)
Common Stock 04/27/2022   S   20,087 D $ 895.2 (8) 168,448,753 I by Trust (2)
Common Stock 04/27/2022   S   25,951 D $ 895.97 (9) 168,422,802 I by Trust (2)
Common Stock 04/27/2022   S   28,038 D $ 897.21 (10) 168,394,764 I by Trust (2)
Common Stock 04/27/2022   S   29,765 D $ 898.16 (11) 168,364,999 I by Trust (2)
Common Stock 04/27/2022   S   16,532 D $ 899.3 (12) 168,348,467 I by Trust (2)
Common Stock 04/27/2022   S   39,978 D $ 900.28 (13) 168,308,489 I by Trust (2)
Common Stock 04/27/2022   S   59,072 D $ 901.16 (14) 168,249,417 I by Trust (2)
Common Stock 04/27/2022   S   22,110 D $ 902.19 (15) 168,227,307 I by Trust (2)
Common Stock 04/27/2022   S   25,134 D $ 903.16 (16) 168,202,173 I by Trust (2)
Common Stock 04/27/2022   S   3,303 D $ 904.23 (17) 168,198,870 I by Trust (2)
Common Stock 04/27/2022   S   934 D $ 905.28 (18) 168,197,936 I by Trust (2)
Common Stock 04/27/2022   S   4,685 D $ 906.76 (19) 168,193,251 I by Trust (2)

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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Musk Elon
C/O TESLA, INC.
1 TESLA ROAD
AUSTIN, TX 78725
  X   X   CEO  

Signatures

 By: Aaron Beckman by Power of Attorney For: Elon Musk   04/28/2022
**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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $888.150 to $888.330, 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.
(2) The Elon Musk Revocable Trust dated July 22, 2003, for which the reporting person is trustee.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $889.290 to $890.200, 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 $890.320 to $891.280, 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 $891.380 to $892.330, 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 $892.400 to $893.240, 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 $893.540 to $894.500, 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 $894.570 to $895.520, 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 $895.570 to $896.500, 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 $896.640 to $897.590, 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 $897.690 to $898.640, 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.
(12) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $898.690 to $899.660, 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.
(13) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $899.700 to $900.690, 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.
(14) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $900.730 to $901.720, 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.
(15) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $901.740 to $902.720, 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.
(16) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $902.740 to $903.725, 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.
(17) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $903.790 to $904.730, 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.
(18) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $904.930 to $905.470, 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.
(19) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $906.300 to $907.250, 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.
 
Remarks:
This Form 4 is the fifth of five Form 4s being filed by the Reporting Person relating to the same event. The Form 4 has been split into five filings to cover all 138 individual transactions that occurred on two consecutive Transaction Dates, because the SEC's EDGAR filing system limits a single Form 4 to a maximum of 30 separate transactions. Each Form 4 will be filed by the Reporting Person.

Note: 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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