Toyota Motor Corp/ - Aug 10, 2021 Form 3 Insider Report for Joby Aviation, Inc. (JOBY)

Role
Director, 10%+ Owner
Signature
TOYOTA MOTOR CORPORATION; By: /s/ Masayoshi Hachisuka Title: General Manager
Stock symbol
JOBY
Transactions as of
Aug 10, 2021
Transactions value $
$0
Form type
3
Date filed
8/20/2021, 04:08 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding JOBY Common Stock 72.9M Aug 10, 2021 Direct F1
holding JOBY Common Stock 5.81M Aug 10, 2021 See Footnote F1, F2
holding JOBY Common Stock 67.5K Aug 10, 2021 See Footnote F1, F3
* 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 (the "Effective Time"), each issued and outstanding share of common stock of Joby was automatically cancelled and converted into approximately 3.4572 (the "Exchange Ratio") shares of common stock of the Issuer.
F2 The shares of common stock are held of record by Toyota A.I. Ventures Fund I, L.P. Toyota Motor Corporation has voting and dispositive power of the shares held by Toyota A.I. Ventures Fund I, L.P. and therefore may be deemed to be the beneficial owner of such shares.
F3 The shares of common stock are held of record by Toyota A.I. Ventures Parallel Fund I-A, L.P. Toyota Motor Corporation has voting and dispositive power of the shares held by Toyota A.I. Ventures Parallel Fund I-A, L.P. and therefore may be deemed to be the beneficial owner of such shares.

Remarks:

James Kuffner, a Director and Chief Digital Officer of the Reporting Person, currently serves on the Issuer's board of directors as a representative of the Reporting Person, and therefore the Reporting Person may be deemed a "director by designnation" solely for purposes of Section 16 of the Securities Exchange Act of 1934.