Tesla, Inc. (NASDAQ:TSLA) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

The information set forth in Item 8.01 of this Current Report on
Form 8-K under the headings Additional Note Hedge Transactions
and Additional Warrant Transactions is incorporated by reference
into this Item 1.01.

The information set forth in Item 8.01 of this Current Report on
Form 8-K is incorporated by reference into this Item 2.03.

The information set forth in Item 8.01 of this Current Report on
Form 8-K under the heading Additional Warrant Transactions is
incorporated by reference into this Item 3.02.

On March27, 2017, Goldman, Sachs Co., Deutsche Bank Securities
Inc., Citigroup Global Markets Inc. and Morgan Stanley Co. LLC,
as representatives of the underwriters (the Underwriters)
of Tesla, Inc.s (the Company) previously consummated
public offering of its 2.375% Convertible Senior Notes due
March15, 2022 (the Notes), notified the Company of the
Underwriters exercise in full of their option to purchase an
additional $127.5million aggregate principal amount of the Notes
(the Option Notes). The Option Notes were sold to a
Registration Statement on Form S-3 (File No.333-211437) (the
Registration Statement) and a related prospectus,
including the related prospectus supplement, filed with the
Securities and Exchange Commission. On March30, 2017, the Company
issued the Option Notes. The Option Notes were issued to a
supplemental indenture, dated as of March 22, 2017 (the Fourth
Supplemental Indenture), supplementing the indenture, dated
as of May 22, 2013, by and between the Company and U.S. Bank
National Association, as trustee. A description of the terms of
the Fourth Supplemental Indenture is set forth under Item 8.01 of
the Current Report on Form 8-K filed by the Company on March 22,
2017 in connection with the closing of the offering of the Notes
and is incorporated by reference into this Item 8.01.

The legal opinion as to the legality of the Option Notes sold is
being filed as Exhibit 5.1 to this Current Report on Form 8-K and
is incorporated herein and into the Registration Statement by
reference.

Additional Note Hedge Transactions

On March27, 2017, in connection with the exercise by the
Underwriters of their option to purchase the Option Notes, the
Company entered into additional note hedge transactions with each
of Goldman, Sachs Co., Deutsche Bank Securities Inc., Citigroup
Global Markets Inc., Morgan Stanley Co. LLC, Barclays Capital
Inc. or their respective affiliates (the Hedge
Counterparties), to call option confirmations in
substantially the form of Exhibit 10.1 to this Current Report on
Form 8-K, which is incorporated herein by reference. The
additional note hedge transactions are expected generally to
reduce the potential dilution to the common stock of the Company,
par value $0.001 per share (the Common Stock), and/or
offset potential cash payments in excess of the principal amount
upon any conversion of the Option Notes in the event that the
market value per share of the Common Stock, as measured under the
terms of the additional note hedge transactions, is greater than
the strike prices of the additional note hedge transactions
(which correspond to the initial conversion price of the Notes
and are subject to certain adjustments substantially similar to
those contained in the Notes). On March30, 2017, at the closing
of the offering of the Option Notes, the Company paid an
aggregate amount of approximately $26.6million to the Hedge
Counterparties for the additional note hedge transactions.

Additional Warrant Transactions

On March27, 2017, in connection with the exercise by the
Underwriters of their option to purchase the Option Notes, the
Company entered into additional warrant confirmations with the
Hedge Counterparties in substantially the form of Exhibit 10.2 to
this Current Report on Form 8-K, which is incorporated herein by
reference, to which the Company issued certain warrants (the
Additional Warrants). The Additional Warrants allow the
Hedge Counterparties to acquire, subject to anti-dilution
adjustments, up to approximately 0.8million shares of Common
Stock at a strike price of $655.00 per share in respect of
Additional Warrants relating to the Option Notes, which is also
subject to adjustment. The Additional Warrants would separately
have a dilutive effect to the extent that the market value per
share of the Common Stock exceeds the strike price of the
Additional Warrants

unless, subject to the terms of the warrant confirmations, the
Company elects to cash settle the Warrants. The Additional
Warrants were issued to the exemption provided by Section 4(a)(2)
of the Securities Act of 1933, as amended. The Additional
Warrants are separate transactions, entered into by the Company
with the Hedge Counterparties, and are not part of the terms of
the Option Notes. Holders of the Option Notes will not have any
rights with respect to the Additional Warrants. On March30, 2017,
at the closing of the offering of the Option Notes, the Company
received aggregate proceeds of approximately $6.9million from the
sale of the Additional Warrants to the Hedge Counterparties.

(d) Exhibits.

About Tesla, Inc. (NASDAQ:TSLA)

Tesla, Inc., formerly Tesla Motors, Inc., designs, develops, manufactures and sells fully electric vehicles, and energy storage systems, as well as installs, operates and maintains solar and energy storage products. The Company operates through two segments: automotive, and energy generation and storage. The automotive segment includes the design, development, manufacturing, and sales of electric vehicles. The energy generation and storage segment includes the design, manufacture, installation, and sale or lease of stationary energy storage products and solar energy systems to residential and commercial customers, or sale of electricity generated by its solar energy systems to customers. As of December 31, 2016, the Company produced and sold two fully electric vehicles, the Model S sedan and the Model X sport utility vehicle (SUV). It also offers Model 3, a sedan designed for the mass market. It develops energy storage products for use in homes, commercial facilities and utility sites.

Tesla, Inc. (NASDAQ:TSLA) Recent Trading Information

Tesla, Inc. (NASDAQ:TSLA) closed its last trading session up +0.54 at 277.92 with 3,676,157 shares trading hands.