Elon Musk Executive, TSLA, SPCX Watchlist subject 5 receipts on record 2 kept, 1 missed, 1
aligned, 0 tells, 1
routine
Files: Form 4, 13G/A, 10-Q, prospectuses Elon Musk From the archive. This pair is from 2021, written up later. The dates below are the real ones.
He let Twitter vote on selling 10% of his Tesla stock. His first filing shows a selling plan adopted seven weeks before the poll.
The Quote
"Much is made lately of unrealized gains being a means of tax avoidance, so I propose selling 10% of my Tesla stock." Six minutes later: "I will abide by the results of this poll, whichever way it goes"
Twitter, @elonmusk, Nov 6, 2021The Action
The poll closed on Nov 7, 2021 with 2,036,810 votes for Yes and 1,482,442 for No. Selling began the next morning.
His Form 4 filings record 15,702,784 Tesla shares sold between Nov 8 and Dec 28, 2021, for about $16.4 billion. His trust held 170,492,985 shares when the selling began, so that is about 9.2 percent of it.
The first of those filings carries a footnote, in capitals in the original, saying the sales "WERE AUTOMATICALLY EFFECTED PURSUANT TO A RULE 10B5-1 TRADING PLAN PREVIOUSLY ADOPTED ON SEPTEMBER 14, 2021". Sales under filings carrying that footnote come to 10,275,000 shares and about $10.6 billion. The remaining 5,427,784 shares, about $5.8 billion, were sold outside the plan.
Over the same weeks he exercised options on 22,862,050 shares. When the selling ended on Dec 28 the trust held 177,032,165 shares, more than it held before the poll.
SEC Form 4 filings, Elon Musk, Tesla, Inc., and poll data published by Twitter, Sales Nov 8 to Dec 28, 2021The Gap
Two days from the poll to the first sale, and seven weeks between the day the selling plan was adopted and the day he asked the public whether he should sell. He did what the poll said. About two thirds of it, by value, had been scheduled since September.
The Read
Give him the first point plainly. He said he would abide by the poll, the poll said sell, and he sold about 9.2 percent of his stake for 16.4 billion dollars. On the narrow question of whether his hands followed his words, they did.
The interesting part is a footnote he wrote himself. His first filing after the poll says the sales were made under a trading plan adopted on September 14, 2021, set up for "AN ORDERLY SALE OF SHARES RELATED TO THE EXERCISES OF OPTIONS SCHEDULED TO EXPIRE IN 2022." He held options granted in 2012 that were due to expire in 2022, and he exercised nearly 23 million of them in these weeks. The same filing says the plan shares "were sold solely to satisfy the reporting person's tax withholding obligations" from those exercises. So a large sale was already scheduled when he asked 62 million followers whether there should be one.
There is nothing improper in that, and nothing hidden. A plan of this kind is the approved way for an executive to sell, and he disclosed its date in the first filing, two business days after the first trade. It is also fair to say the poll did some work: about 5.8 billion dollars of the selling happened outside the plan, which is the part the vote can claim.
What the pair shows is how to read him. The announcement was framed as a question about tax fairness, put to the public. The filing describes a scheduled sale to cover an options bill. Both are true at once. His public statements tend to arrive dressed as decisions being made in the moment, and the paperwork tends to show the decision was made earlier. We have called that choreography on his page, and this is the clearest example of it.
One more number, because it is the kind of thing that gets lost. After selling "10 percent" he owned more Tesla shares than before. The option exercises added more to the trust than the sales took out.
