OK. One last try to help you (and possibly other readers) understand what is being reported and why you are misinterpreting it. We agree the relevant language is:
"In computing the number of shares of common stock beneficially owned by
a person and the percentage ownership of
that person, we
deemed to be outstanding all shares of common stock subject to options or other convertible securities held by
that person or entity that are currently exercisable or exercisable within 60 days of December 31, 2015. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership
of any other person." (My emphasis)
Note: the antecedent for the last quoted sentence is singular not a class of people as you assert. The purpose of the proxy's table is to show investors the approximate ownership share of the officers and directors. It has to be approximate because it has a time cut off and some O&Ds may exercise some of their vested options and others may not. So it uses the shares outstanding as of the cut-off date (12/31/15) as the denominator in
all percentage calculations and each individual O&D's shares and exercisable (within 6 months) options as the numerator for that individual's ownership percentage approximation.
Take Elon as an example. The table show his contribution to the 38,711,940 shares you cite as being owned by O&Ds is 37,193,974 shares at 12/31/15. Agreed? As I pointed out earlier the footnote explains: "8,822,632 shares [are] issuable to Mr. Musk upon exercise of options exercisable within 60 days after December 31, 2015" i.e. are deemed outstanding
On 1/27/16, Elon filed a form 4,
Tesla Motors - Statement of Changes of Beneficial Ownership, showing he had acquired an additional 532,000 shares by exercising some vested options, increasing his total from the 28,371,342 shares shown in the proxy footnote as owned by is revocable trust to 28,903,342 after the transaction. Note: If your interpretation were correct wouldn't his form 4 show 37,725, 974 post transaction???
The proxy shows the shares outstanding at 12/31/15 as 131,424,866. The 10k filed in February shows shares outstanding at 1/31/16 as 132,056,338 for a difference during the month of January of 631,472. Most of the increase in shares outstanding is from Elon's exercise during the month.
I hope the foregoing contributes to your understanding, but regardless have a nice day.