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 CA 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 X 10% Owner
X Officer (give title below) Other (specify below)
CEO and Chief Architect
3. Date of Earliest Transaction (Month/Day/Year)
01/09/2023
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)
Code V Amount (A) or (D) Price
Common Stock 12/21/2022 G V 4,656,443 D $0 343,557 I By JoeBen Bevirt 2021 GRAT Trust(1)
Common Stock 12/21/2022 G V 4,656,443 A $0 58,766,846 I By Joby Trust(2)
Common Stock 12/21/2022 G V 669,411 D $0 33,378,734 I By JoeBen Bevirt 2020 Descendants Trust(3)
Common Stock 12/21/2022 G V 669,411 A $0 59,436,257 I By Joby Trust(2)
Common Stock 01/09/2023 M 134,872 A $0 391,530 D
Common Stock 01/09/2023 M 99,602 A $0 491,132 D
Common Stock 01/09/2023 M 97,064 A $0 588,196 D
Common Stock 01/09/2023 M 39,062 A $0 627,258 D
Common Stock 5,000,000 I By JoeBen Bevirt 2022 GRAT Trust(4)
Common Stock 189,109 I By Spouse(5)
Common Stock 155,737 I By Jennifer Barchas Trust(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (RSUs) $0.0 01/09/2023 M 134,872 (7) (7) Common Stock 134,872 $0 0 D
Restricted Stock Units (RSUs) $0.0 01/09/2023 M 99,602 (8) (8) Common Stock 99,602 $0 597,609 D
Restricted Stock Units (RSUs) $0.0 01/09/2023 M 97,064 (7) (7) Common Stock 97,064 $0 0 D
Restricted Stock Units (RSUs) $0.0 01/09/2023 M 39,062 (7) (7) Common Stock 39,062 $0 0 D
Explanation of Responses:
1. The shares of common stock are held of record by the JoeBen Bevirt 2021 GRAT Trust (the "2021 GRAT Trust"). The Reporting Person has voting and dispositive power of the shares held by the 2021 GRAT Trust therefore may be deemed to be the beneficial owner of such shares to the extent of his pecuniary interest.
2. 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 to the extend of his pecuniary interest.
3. The shares of common stock are held of record by the JoeBen Bevirt 2020 Descendants Trust, dated December 26, 2020 (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 to the extent of his pecuniary interest.
4. The shares of common stock are held of record by the JoeBen Bevirt 2022 GRAT Trust (the "2022 GRAT Trust"). The Reporting Person has voting and dispositive power of the shares held by the 2022 GRAT Trust therefore may be deemed to be the beneficial owner of such shares to the extent of his pecuniary interest.
5. The shares of common stock are held of record by the spouse of the Reporting Person.
6. The shares of common stock are held of record by The Jennifer Barchas Trust (the "Barchas Trust"). The spouse of the Reporting Person has voting and dispositive power of the shares held by The Barchas Trust therefore may be deemed to be the beneficial owner of such shares to the extent of her pecuniary interest.
7. Represents an award of restricted stock units ("RSUs") that vest on January 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. Although the award vested on January 1, 2023, the shares were not released to the Reporting Person until January 9, 2023.
8. 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. Although the award vested on January 1, 2023, the shares were not released to the Reporting Person until January 9, 2023.
Remarks:
/s/ Kate DeHoff, Attorney-in-Fact for JoeBen Bevirt 01/11/2023
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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