| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Joby Aviation, Inc. [ JOBY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/16/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/16/2024 | M | 1,074 | A | $0 | 586,651 | D | |||
| Common Stock | 01/16/2024 | M | 1,154 | A | $0 | 587,805 | D | |||
| Common Stock | 01/16/2024 | M | 1,770 | A | $0 | 589,575 | D | |||
| Common Stock | 01/16/2024 | M | 4,382 | A | $0 | 593,957 | D | |||
| Common Stock | 01/16/2024 | M | 6,666 | A | $0 | 600,623 | D | |||
| Common Stock | 01/18/2024 | S(1) | 420 | D | $5.59 | 600,203 | D | |||
| Common Stock | 01/18/2024 | S(1) | 391 | D | $5.59 | 599,812 | D | |||
| Common Stock | 01/18/2024 | S(1) | 2,425 | D | $5.59(2) | 597,387 | D | |||
| Common Stock | 01/18/2024 | S(1) | 1,594 | D | $5.59(3) | 595,793 | D | |||
| Common Stock | 01/18/2024 | S(1) | 644 | D | $5.59(3) | 595,149 | D | |||
| Common Stock | 155,737 | I | By Jennifer Barchas Trust(4) | |||||||
| Common Stock | 58,363,787 | I | By Joby Trust(5) | |||||||
| Common Stock | 343,557 | I | By JoeBen Bevirt 2021 GRAT Trust(6) | |||||||
| Common Stock | 189,109 | I | By Spouse(7) | |||||||
| Common Stock | 32,824,274 | I | By JoeBen Bevirt 2020 Descendants Trust(8) | |||||||
| Common Stock | 2,717,177 | I | By JoeBen Bevirt 2022 GRAT Trust(9) | |||||||
| 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) | ||||
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units (RSUs) | $0 | 01/16/2024 | M | 1,074 | (10) | (10) | Common Stock | 1,074 | $0 | 3,221 | D | ||||
| Restricted Stock Units (RSUs) | $0 | 01/16/2024 | M | 1,154 | (10) | (10) | Common Stock | 1,154 | $0 | 3,461 | D | ||||
| Restricted Stock Units (RSUs) | $0 | 01/16/2024 | M | 1,770 | (10) | (10) | Common Stock | 1,770 | $0 | 5,308 | D | ||||
| Restricted Stock Units (RSUs) | $0 | 01/16/2024 | M | 6,666 | (10) | (10) | Common Stock | 6,666 | $0 | 19,995 | D | ||||
| Restricted Stock Units (RSUs) | $0 | 01/16/2024 | M | 4,382 | (10) | (10) | Common Stock | 4,382 | $0 | 13,146 | 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. This transaction was executed in multiple trades at prices ranging from $5.52 to $5.59. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| 3. This transaction was executed in multiple trades at prices ranging from $5.51 to $5.59 The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. |
| 4. 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. |
| 5. The shares of common stock are held of record by The Joby Trust. The Reporting Person is the trustee of the Joby Trust and may be deemed to be the beneficial owner of such shares. |
| 6. 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. |
| 7. The shares of common stock are held of record by the spouse of the Reporting Person. |
| 8. 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 is the trustee of the Decendants Trust and may be deemed to be the beneficial owner of such shares. |
| 9. 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. |
| 10. Represents an award of restricted stock units ("RSUs") that vest in equal installments on each of January 16, 2024, February 12, 2024, March 11, 2024 and April 16, 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: |
| /s/ Sarah Slayen, Attorney-in-Fact for JoeBen Bevirt | 01/18/2024 | |
| ** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.