FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Simi Bonny W
2. Issuer Name and Ticker or Trading Symbol

Joby Aviation, Inc. [ JOBY ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
See Remarks
(Last)          (First)          (Middle)

C/O JOBY AVIATION, INC., 2155 DELAWARE AVENUE, SUITE #225
3. Date of Earliest Transaction (MM/DD/YYYY)

8/10/2021
(Street)

SANTA CRUZ, CA 95060
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock 8/10/2021  A  198034 A (1)198034 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option $1.77 8/10/2021  A   1314487 (2)    (3)12/17/2030 Common Stock 1314487 $0.00 (2)1314487 D  

Explanation of Responses:
(1) 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.
(2) 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.
(3) Represents a stock option that vests with respect to 16.66% of the underlying shares on December 15, 2021 and 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.

Remarks:
Head of Air Operations and People

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Simi Bonny W
C/O JOBY AVIATION, INC.
2155 DELAWARE AVENUE, SUITE #225
SANTA CRUZ, CA 95060


See Remarks

Signatures
/s/ Kate DeHoff, Attorney-in-Fact for Bonny Simi8/12/2021
**Signature of Reporting PersonDate

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