Gregory Bowles - Aug 10, 2021 Form 4 Insider Report for Joby Aviation, Inc. (JOBY)

Role
Head of Government Affairs
Signature
/s/ Kate DeHoff, Attorney-in-Fact for Gregory Bowles
Stock symbol
JOBY
Transactions as of
Aug 10, 2021
Transactions value $
$0
Form type
4
Date filed
8/12/2021, 05:29 PM
Next filing
Jun 1, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction JOBY Common Stock Award +57.6K 57.6K Aug 10, 2021 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction JOBY Stock Options Award $0 +115K $0.00 115K Aug 10, 2021 Common Stock 115K $0.21 Direct F2, F4
transaction JOBY Stock Options Award $0 +104K $0.00 104K Aug 10, 2021 Common Stock 104K $0.87 Direct F2, F5
transaction JOBY RSU Award $0 +268K $0.00 268K Aug 10, 2021 Common Stock 268K $0.00 Direct F2, F3, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 Upon consummation of the Merger, each outstanding Joby restricted stock unit award (each, a "Joby RSU Award") was automatically converted into a restricted stock unit award covering 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 RSU Award, multiplied by (ii) 3.4572, rounded down to the nearest whole share.
F4 Represents a stock option that vested with respect to 16.66% of the underlying shares on April 29, 2020 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.
F5 Represents a stock option that vested with respect to 16.66% of the underlying shares on January 13, 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.
F6 Represents an award of restricted stock units ("RSUs") that vests with respect to 16.66% of the RSUs on Feburary 21, 2022 and as to the remaining 83.34% in 20 quarterly installments 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.