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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Field Matthew

(Last)

(First)

(Middle)

C/O JOBY AVIATION, INC.

333 ENCINAL STREET

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2024

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	10/01/2024		M		13,280	A	$0	282,518	D
Common Stock	10/01/2024		M		6,174	A	$0	288,692	D
Common Stock	10/01/2024		M		12,459	A	$0	301,151	D
Common Stock	10/02/2024		S⁽¹⁾		13,651	D	$5.79	287,500	D

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)
Restricted Stock Units (RSUs)	$0	10/01/2024		M			13,280	⁽²⁾	⁽²⁾	Common Stock	13,280	$0	66,401	D
Restricted Stock Units (RSUs)	$0	10/01/2024		M			6,174	⁽³⁾	⁽³⁾	Common Stock	6,174	$0	67,914	D
Restricted Stock Units (RSUs)	$0	10/01/2024		M			12,459	⁽⁴⁾	⁽⁴⁾	Common Stock	12,459	$0	161,960	D

Explanation of Responses:

1. Represents the aggregate number of shares sold by the Reporting Person to cover taxes due upon the release and settlement of the RSUs, as required by the terms of the RSU award.

2. Represents an award of restricted stock units ("RSUs") that vests with respect to 10% of the total number of RSUs on each of the first four quarterly anniversaries of January 1, 2022 and as to 5% of the total number of RSUs on each quarterly anniversary thereafter, subject to the Reporting Person's continued service through the applicable vesting date. Each RSU represents the contingent right to receive one share of Common Stock upon vesting.

3. Represents an award of restricted stock units ("RSUs") that vests in equal quarterly installments over four years, beginning on July 1, 2023, subject to the Reporting Person's continued service through the applicable vesting date. Each RSU represents the contingent right to receive one share of Common Stock upon vesting.

4. Represents an award of restricted stock units ("RSUs") that vest in 16 equal installments on the quarterly anniversary of January 1, 2024, subject to the Reporting Person's continued service through the applicable vesting date. Each RSU represents the contingent right to receive one share of Common Stock upon vesting.

Remarks:

Chief Financial Officer and Treasurer

	/s/ Sarah Slayen, Attorney-in-Fact for Matthew Field	10/03/2024
	** 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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