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 *
DENHOLM ROBYN M
  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., 1 TESLA ROAD
3. Date of Earliest Transaction (Month/Day/Year)
07/25/2024
(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 07/25/2024   M   44,096 A $ 23.17 59,096 D  
Common Stock 07/25/2024   M   58,795 A $ 23.17 117,891 D  
Common Stock 07/25/2024   M   22,861 A $ 23.17 140,752 D  
Common Stock 07/25/2024   M   10,612 A $ 23.17 151,364 D  
Common Stock 07/25/2024   S   17,616 D $ 216.721 (1) 133,748 D  
Common Stock 07/25/2024   S   2,500 D $ 218.336 (2) 131,248 D  
Common Stock 07/25/2024   S   6,763 D $ 219.334 (3) 124,485 D  
Common Stock 07/25/2024   S   5,389 D $ 220.334 (4) 119,096 D  
Common Stock 07/25/2024   S   19,112 D $ 221.267 (5) 99,984 D  
Common Stock 07/25/2024   S   14,726 D $ 222.517 (6) 85,258 D  
Common Stock 07/25/2024   S   258 D $ 223.472 (7) 85,000 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) $ 23.17 07/25/2024   M     44,096   (8) 08/18/2024 Common Stock 44,096 $ 0 0 D  
Non-Qualified Stock Option (right to buy) $ 23.17 07/25/2024   M     58,795   (8) 08/18/2024 Common Stock 58,795 $ 0 0 D  
Non-Qualified Stock Option (right to buy) $ 23.17 07/25/2024   M     22,861   (9) 08/18/2024 Common Stock 22,861 $ 0 0 D  
Non-Qualified Stock Option (right to buy) $ 23.17 07/25/2024   M     10,612   (10) 08/18/2024 Common Stock 10,612 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DENHOLM ROBYN M
C/O TESLA, INC.
1 TESLA ROAD
AUSTIN, TX 78725
  X      

Signatures

 By: Aaron Beckman by Power of Attorney For: Robyn M. Denholm   07/29/2024
**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 $216.690 to $216.790, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $217.770 to $218.720, 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.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $218.860 to $219.760, 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 $219.890 to $220.818, 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 $220.960 to $221.852, 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 $222.133 to $222.953, 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 $223.410 to $223.500, 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) This stock option award is an equity award, which is scheduled to expire in August 2024, granted pursuant to Tesla Inc's 2010 Amended and Restated Equity Incentive Plan and Outside Director Compensation Policy. 1/36th of the shares granted became vested and exercisable as of each monthly anniversary of August 18, 2017, such that all options subject to the award became fully vested and exercisable by August 18, 2020.
(9) This stock option award is an equity award, which is scheduled to expire in August 2024, granted pursuant to Tesla Inc's 2010 Amended and Restated Equity Incentive Plan and Outside Director Compensation Policy. 1/36th of the shares granted became vested and exercisable as of each monthly anniversary of August 18, 2017, until October 19, 2018 when the remaining unvested shares ceased vesting under the terms of the award.
(10) This stock option award is an equity award, which is scheduled to expire in August 2024, granted pursuant to Tesla Inc's 2010 Amended and Restated Equity Incentive Plan and Outside Director Compensation Policy. 1/36th of the shares granted became vested and exercisable as of each monthly anniversary of August 18, 2017, until September 19, 2018 when the remaining unvested shares ceased vesting under the terms of the award.

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