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) 06/14/2024 | ||||||||||||||||||||||||||
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 | 06/14/2024 | M | 22,556 | A | $0 | 102,603 | D | |||
Common Stock | 28,686,247 | I | By Technology Impact Fund, L.P.(1) | |||||||
Common Stock | 9,598,884 | I | By Capricorn-Libra Investment Group, L.P.(2) | |||||||
Common Stock | 2,075,460 | I | By Technology Impact Growth Fund, LP(3) |
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 | 06/14/2024 | M | 22,556 | (4) | (4) | Common Stock | 22,556 | $0 | 0 | D | ||||
Restricted Stock Units (RSUs) | $0 | 06/14/2024 | A | 30,181 | (5) | (5) | Common Stock | 30,181 | $0 | 30,181 | D |
Explanation of Responses: |
1. The shares of common stock are held of record by Technology Impact Fund, L.P., ("TIF"). The Reporting Person is an owner of the general partner of TIF. The Reporting Person disclaims beneficial ownership of the shares held by TIF except to the extent of his pecuniary interest therein, if any. |
2. The shares of common stock are held of record by Capricorn-Libra Investment Group, L.P. ("C-L Group"), for which the Reporting Person has voting and dispositive power and therefore may be deemed to be the beneficial owner of such shares. The Reporting Person disclaims beneficial ownership of the shares held by C-L Group except to the extent of his pecuniary interest therein, if any. |
3. The shares of common stock are held of record by Technology Impact Growth Fund, LP, ("TIGF"). The Reporting Person is an owner of the general partner of TIGF. The Reporting Person disclaims beneficial ownership of the shares held by TIGF except to the extent of his pecuniary interest therein, if any. |
4. Represents an annual award of restricted stock units ("RSUs") to the Issuer's non-employee directors (the "Annual Award"). The Annual Award shall fully vest on the earlier of (a) the date of the next annual meeting of the Issuer's stockholders and (b) June 22, 2024, in each case, subject to Reporting Person's continued status as a Service Provider (as defined in the Issuer's 2021 Incentive Award Plan) through the applicable vesting date. Each RSU represents a contingent right to receive one share of Common Stock upon vesting. |
5. Represents an annual award of restricted stock units ("RSUs") to the Issuer's non-employee directors (the "Annual Award"). The Annual Award shall fully vest on the earlier of (a) the date of the next annual meeting of the Issuer's stockholders and (b) June 14, 2025, in each case, subject to Reporting Person's continued status as a Service Provider (as defined in the Issuer's 2021 Incentive Award Plan) through the applicable vesting date. Each RSU represents a contingent right to receive one share of Common Stock upon vesting. |
Remarks: |
/s/ Kate DeHoff, Attorney-in-Fact for Dipender Saluja | 06/18/2024 | |
** 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.