Discloses agreements with convertible debt holders - filing On May 31, 2017, Tesla, Inc. (the “Company”) entered into separate privately negotiated agreements with certain holders of its outstanding 1.50% Convertible Senior Notes due 2018 (the “Notes”) to exchange approximately 1.16 million shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, for approximately $144.8 million in aggregate principal amount of the Notes (the “Exchange Transactions”). The Exchange Transactions were conducted as private placement transactions and the Shares were issued pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and were offered only to persons believed to be either (i) “accredited investors” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act or (ii) “qualified institutional buyers” within the meaning of Rule 144A promulgated under the Securities Act. The Company relied on this exemption from registration based in part on the representations made by the holders of Notes in the Exchange Transactions.