SEC FORM 3

FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES



Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934

or Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* ELLISON LAWRENCE JOSEPH (Last) (First) (Middle) C/O TESLA, INC. 3500 DEER CREEK ROAD (Street) PALO ALTO CA 94304 (City) (State) (Zip) 2. Date of Event Requiring Statement (Month/Day/Year)

12/27/2018 3. Issuer Name and Ticker or Trading Symbol

Tesla, Inc. [ TSLA ] 4. Relationship of Reporting Person(s) to Issuer

(Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below) 5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned 1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 3,000,000 I Ellison Revoc Trust

Table II - Derivative Securities Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:

By: Aaron Beckman, Power of Attorney For: Lawrence J. Ellison 01/07/2019 ** Signature of Reporting Person Date Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 5 (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). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

LIMITED POWER OF ATTORNEY - FOR SECTION 16(a) REPORTING The undersigned, as a member of the Board of Directors of Tesla, Inc. (the "Company"), hereby constitutes and appoints the following Company employees: Dane Butswinkas, Jonathan Chang, Yun Huh, Aaron Beckman and each of them, the undersigned's true and lawful attorney-in-fact and agent (with full power of substitution and resubstitution, each with the power to act alone for the undersigned and in the undersigned's name, place and stead) to complete, execute and submit to the SEC such Forms 3, 4 and 5 and other forms as such attorney shall in his descretion determine to be required or advisable pursuant to Section 16(a) of the Securities Exchange Act of 1934 (as ammended) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned's ownership, acquisition or disposition of equity securities of the Company, and to do all acts necessary in order to file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorney shall deem appropriate. This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company unless earlier revoked by the undersigned in a writing delivered to the foregoing attorneys-in-fact. This Limited Power of Attorney is executed at Redwood City, CA, as of the date set forth below. /s/Lawrence J. Ellison January 7, 2019

SEC Form 3