| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | JOBY | Common Stock | Disposed to Issuer | -34.4M | -100% | 0 | Oct 25, 2021 | See Footnote | F1, F2, F3 | ||
| transaction | JOBY | Common Stock | Award | +34.4M | +115.55% | 64.1M | Oct 25, 2021 | See Footnote | F1, F2, F4 | ||
| transaction | JOBY | Common Stock | Disposed to Issuer | -34.6M | -100% | 0 | Oct 25, 2021 | See Footnote | F1, F2, F5 | ||
| transaction | JOBY | Common Stock | Award | +34.6M | 34.6M | Oct 25, 2021 | See Footnote | F1, F2, F6 |
| Id | Content |
|---|---|
| F1 | On October 25, 2021, pursuant to that certain Reorganization Agreement, dated as of October 25, 2021 ("Reorganization Agreement"), by and among the Issuer, Joby Holdings, Inc. ("Joby Holdings") and JA Holdings Acquisition Corp., a wholly owned subsidiary of the Issuer ("Holdings Merger Sub"), Holdings Merger Sub merged with and into Joby Holdings with Joby Holdings surviving as a wholly owned subsidiary of the Issuer (the "First Merger"). Immediately following the First Merger Joby Holdings was merged with and into the Issuer, following which the separate corporate existence of Joby Holdings ceased and the Issuer continued as the surviving corporation (the "Second Merger" and, together with the First Merger, the "Joby Holdings Reorganization"). |
| F2 | Upon consummation of the Joby Holdings Reorganization, (a) each share of capital stock of Joby Holdings that was issued and outstanding immediately prior to the effective time of the First Merger (other than any Dissenting Shares, as defined in Reorganization Agreement) was be cancelled and converted into a right to receive such number of validly issued, fully paid and nonassessable shares of common stock of the Issuer as set forth in the Reorganization Agreement, and (b) each share of common stock of the Issuer held by Joby Holdings immediately prior to the Joby Holdings Reorganization was forfeited to the Issuer and immediately thereafter cancelled and retired by the Issuer. As a result of the Joby Holdings Reorganization an aggregate of 98,802,553 shares of the Issuer's common stock held by Joby Holdings were cancelled and retired, and an aggregate of 98,357,200 shares of the Issuer's common stock were issued to the prior stockholders of Joby Holdings. |
| F3 | The shares of common stock were held of record by Joby Holdings for which The Joby Trust exercised sole voting and dispositive power. The Reporting Person had voting and dispositive power of the shares held by The Joby Trust therefore may be deemed to be the beneficial owner of such shares. |
| F4 | 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. |
| F5 | The shares of common stock were held of record by Joby Holdings for which JoeBen Bevirt 2020 Descendants Trust, dated December 26, 2020 (the "Decendants Trust") exercised voting and dispositive power. The Reporting Person had voting and dispositive power of the shares held by the Descendants Trust therefore may be deemed to be the beneficial owner of such shares. |
| F6 | The shares of common stock are held of record by 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. |
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