FORM 4
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Lang Justin
  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
(Last)
(First)
(Middle)
C/O JOBY AVIATION, INC., 2155 DELAWARE AVENUE, SUITE #225
3. Date of Earliest Transaction (Month/Day/Year)
08/10/2021
(Street)

SANTA CRUZ, CA 95060
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 08/10/2021   A   77,786 A (1) 77,786 D  

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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 Underlying Securities
(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 Options $ 0.21 08/10/2021   A   440,792 (2)     (3) 04/22/2029 Common Stock 440,792 $ 0 (2) 440,792 D  
Stock Options $ 0.87 08/10/2021   A   112,358 (2)     (4) 04/19/2030 Common Stock 112,358 $ 0 (2) 112,358 D  
Stock Options $ 0.87 08/10/2021   A   328,433 (2)     (5) 11/09/2030 Common Stock 328,433 $ 0 (2) 328,433 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Lang Justin
C/O JOBY AVIATION, INC.
2155 DELAWARE AVENUE, SUITE #225
SANTA CRUZ, CA 95060
      See Remarks  

Signatures

 /s/ Kate DeHoff, Attorney-in-Fact for Justin Lang   08/12/2021
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 vested with respect to 16.66% of the underlying shares on April 11, 2021 and vests 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.
(4) Represents a stock option that vested with respect to 16.66% of the underlying shares on February 23, 2021 and vests as to the remaining 83.34% of the underlying shares in 20 quarterly installments thereafter, subject to the reporting person's continued service through the applicable vesting date.
(5) Represents a stock option that vests with respect to 16.66% of the underlying shares on October 31, 2021 and as to the remaining 83.34% of the underlying shares in 20 quarterly installments thereafter, subject to the reporting person's continued service through the applicable vesting date.
 
Remarks:
Head of Partnerships and Corporate Strategy

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