SEC Company Response from Tesla, (TSLA) — Apr 2, 2019
Tesla, Inc.
Date: April 2, 2019 · CIK: 0001318605 · Accession: 0001193125-19-095912
AI Filing Summary & Sentiment
File numbers found in text: 333-229749
Referenced dates: March 26, 2019
Letter
650 Page Mill Road
Palo Alto, CA 94304-1050
PHONE 650.493.9300
FAX 650.493.6811
www.wsgr.com
April 2, 2019
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3720
Attention: Anne Parker
Laura Nicholson
Re: Tesla, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed March 15, 2019
File No. 333-229749
Ladies and Gentlemen:
On behalf of our client, Tesla, Inc. (“Tesla” or the “Company”), we submit this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated March 26, 2019, relating to the above referenced Amendment No. 1 to Registration Statement on Form S-4 (the “Registration Statement”). We are concurrently submitting via EDGAR this letter and Amendment No. 3 to the Registration Statement (“Amendment No. 3”). In this letter, we have recited the comment from the Staff in italicized, bold type and have followed the comment with the Company’s response.
Amendment No. 1 to Registration Statement on Form S-4
Exhibits
1. It appears that the agreement described in your current report on Form 8-K filed on March 7, 2019 are material contracts, and should be filed in accordance with Item 601 of Regulation S-K. Please advise.
The Company respectfully advises the Staff that it has filed the agreements described in its Current Report on Form 8-K filed on March 7, 2019 as Exhibit 10.68 and Exhibit 10.69 to Amendment No. 3.
* * * *
AUSTIN BEIJING BOSTON BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO
SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE
Securities and Exchange Commission
April 2, 2019
Page
Please direct any questions regarding the Company’s response or Amendment No. 3 to me at (650) 320-4597 or mbaudler@wsgr.com.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
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CORRESP 1 filename1.htm CORRESP 650 Page Mill Road Palo Alto, CA 94304-1050 PHONE 650.493.9300 FAX 650.493.6811 www.wsgr.com April 2, 2019 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Anne Parker Laura Nicholson Re: Tesla, Inc. Amendment No. 1 to Registration Statement on Form S-4 Filed March 15, 2019 File No. 333-229749 Ladies and Gentlemen: On behalf of our client, Tesla, Inc. (“Tesla” or the “Company”), we submit this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated March 26, 2019, relating to the above referenced Amendment No. 1 to Registration Statement on Form S-4 (the “Registration Statement”). We are concurrently submitting via EDGAR this letter and Amendment No. 3 to the Registration Statement (“Amendment No. 3”). In this letter, we have recited the comment from the Staff in italicized, bold type and have followed the comment with the Company’s response. Amendment No. 1 to Registration Statement on Form S-4 Exhibits 1. It appears that the agreement described in your current report on Form 8-K filed on March 7, 2019 are material contracts, and should be filed in accordance with Item 601 of Regulation S-K. Please advise. The Company respectfully advises the Staff that it has filed the agreements described in its Current Report on Form 8-K filed on March 7, 2019 as Exhibit 10.68 and Exhibit 10.69 to Amendment No. 3. * * * * AUSTIN BEIJING BOSTON BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE Securities and Exchange Commission April 2, 2019 Page 2 Please direct any questions regarding the Company’s response or Amendment No. 3 to me at (650) 320-4597 or mbaudler@wsgr.com. Sincerely, WILSON SONSINI GOODRICH & ROSATI Professional Corporation /s/ Mark B. Baudler Mark B. Baudler cc: Jonathan A. Chang, Tesla, Inc. M. Yun Huh, Tesla, Inc. Rakhi I. Patel, Tesla, Inc. Michael S. Ringler, Wilson Sonsini Goodrich & Rosati P.C. Andrew D. Hoffman, Wilson Sonsini Goodrich & Rosati P.C.