SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Bevirt JoeBen

(Last)

(First)

(Middle)

C/O JOBY AVIATION, INC.

2155 DELAWARE AVENUE, SUITE #225

(Street)

SANTA CRUZ

95060

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Joby Aviation, Inc. [ JOBY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
10/25/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/25/2021		D⁽¹⁾		34,375,767	D	⁽¹⁾⁽²⁾	0	I	See Footnote⁽³⁾
Common Stock	10/25/2021		A⁽¹⁾		34,375,765	A	⁽¹⁾⁽²⁾	64,124,185	I	See Footnote⁽⁴⁾
Common Stock	10/25/2021		D⁽¹⁾		34,571,963	D	⁽¹⁾⁽²⁾	0	I	See Footnote⁽⁵⁾
Common Stock	10/25/2021		A⁽¹⁾		34,571,960	A	⁽¹⁾⁽²⁾	34,571,960	I	See Footnote⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On October 25, 2021, pursuant to that certain Reorganization Agreement, dated as of October 25, 2021 ("Reorganization Agreement"), by and among the Issuer, Joby Holdings, Inc. ("Joby Holdings") and JA Holdings Acquisition Corp., a wholly owned subsidiary of the Issuer ("Holdings Merger Sub"), Holdings Merger Sub merged with and into Joby Holdings with Joby Holdings surviving as a wholly owned subsidiary of the Issuer (the "First Merger"). Immediately following the First Merger Joby Holdings was merged with and into the Issuer, following which the separate corporate existence of Joby Holdings ceased and the Issuer continued as the surviving corporation (the "Second Merger" and, together with the First Merger, the "Joby Holdings Reorganization").

2. Upon consummation of the Joby Holdings Reorganization, (a) each share of capital stock of Joby Holdings that was issued and outstanding immediately prior to the effective time of the First Merger (other than any Dissenting Shares, as defined in Reorganization Agreement) was be cancelled and converted into a right to receive such number of validly issued, fully paid and nonassessable shares of common stock of the Issuer as set forth in the Reorganization Agreement, and (b) each share of common stock of the Issuer held by Joby Holdings immediately prior to the Joby Holdings Reorganization was forfeited to the Issuer and immediately thereafter cancelled and retired by the Issuer. As a result of the Joby Holdings Reorganization an aggregate of 98,802,553 shares of the Issuer's common stock held by Joby Holdings were cancelled and retired, and an aggregate of 98,357,200 shares of the Issuer's common stock were issued to the prior stockholders of Joby Holdings.

3. The shares of common stock were held of record by Joby Holdings for which The Joby Trust exercised sole voting and dispositive power. The Reporting Person had voting and dispositive power of the shares held by The Joby Trust therefore may be deemed to be the beneficial owner of such shares.

4. The shares of common stock are held of record by The Joby Trust. The Reporting Person has voting and dispositive power of the shares held by The Joby Trust therefore may be deemed to be the beneficial owner of such shares.

5. The shares of common stock were held of record by Joby Holdings for which JoeBen Bevirt 2020 Descendants Trust, dated December 26, 2020 (the "Decendants Trust") exercised voting and dispositive power. The Reporting Person had voting and dispositive power of the shares held by the Descendants Trust therefore may be deemed to be the beneficial owner of such shares.

6. The shares of common stock are held of record by the Descendants Trust. The Reporting Person has voting and dispositive power of the shares held by the Decendants Trust therefore may be deemed to be the beneficial owner of such shares.

Remarks:

Chief Executive Officer and Chief Architect

	/s/ Kate DeHoff, Attorney-in-Fact for JoeBen Bevirt	10/26/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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