Statement of Changes in Beneficial Ownership (4)
August 12 2021 - 4:44PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Simi Bonny W |
2. Issuer Name and Ticker or Trading Symbol
Joby Aviation, Inc.
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JOBY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
C/O JOBY AVIATION, INC., 2155 DELAWARE AVENUE, SUITE #225 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/10/2021 |
(Street)
SANTA CRUZ, CA 95060
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 8/10/2021 | | A | | 198034 | A | (1) | 198034 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option | $1.77 | 8/10/2021 | | A | | 1314487 (2) | | (3) | 12/17/2030 | Common Stock | 1314487 | $0.00 (2) | 1314487 | D | |
Explanation of Responses: |
(1) | On August 10, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of February 23, 2021, by and among Issuer, RTP Merger Sub Inc. ("Merger Sub") and Joby Aero, Inc. ("Joby"), Merger Sub merged with and into Joby with Joby surviving as a wholly owned subsidiary of the Issuer (the "Merger"). Upon consummation of the Merger (the "Effective Time"), each issued and outstanding share of common stock of Joby was automatically cancelled and converted into approximately 3.4572 shares of common stock of the Issuer. |
(2) | Upon consummation of the Merger, each outstanding option to purchase shares of Joby common stock (each a "Joby Option") was automatically converted into an option to purchase a number of shares of common stock of the Issuer equal to (i) the number of shares of Joby common stock subject to the applicable Joby Option, multiplied by (ii) 3.4572, rounded down to the nearest whole share. |
(3) | Represents a stock option that vests with respect to 16.66% of the underlying shares on December 15, 2021 and as to the remaining 83.34% of underlying shares in 20 quarterly installments thereafter, subject to the reporting person's continued service through the applicable vesting date. |
Remarks: Head of Air Operations and People |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Simi Bonny W C/O JOBY AVIATION, INC. 2155 DELAWARE AVENUE, SUITE #225 SANTA CRUZ, CA 95060 |
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| See Remarks |
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Signatures
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/s/ Kate DeHoff, Attorney-in-Fact for Bonny Simi | | 8/12/2021 |
**Signature of Reporting Person | Date |
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