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

Role: Head of Program Management & Systems Engineering
Signature: /s/ Kate DeHoff, Attorney-in-Fact for Didier Papadopoulos
Stock symbol: JOBY
Transactions as of: Aug 10, 2021
Transactions value $: $0
Form type: 4
Date filed: 8/12/2021, 05:39 PM
Next filing: Jan 10, 2022

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	RSU	Award	$0	+279K		$0.00	279K	Aug 10, 2021	Common Stock	279K	$0.00	Direct	F1, F2

* 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 the 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, 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.
F2	Represents an award of restricted stock units ("RSUs") that vests with respect to 16.66% of the RSUs on June 14, 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.

Content

On August 10, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of February 23, 2021, by and among the 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, 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.

Represents an award of restricted stock units ("RSUs") that vests with respect to 16.66% of the RSUs on June 14, 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.

Remarks:

Head of Program Management & Systems Engineering