The information required on the remainder of
this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP
No. G65163 100
|
|
|
1.
|
Names of Reporting Persons
Capricorn-Libra Investment Group, L.P.
|
|
|
2.
|
Check the
Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
¨
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Source of Funds (See Instructions)
WC
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
10,193,889 shares (1)
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
10,193,889 shares (1)
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,193,889 shares (1)
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
1.7% (2)
|
|
|
14.
|
Type of Reporting Person (See Instructions)
PN
|
|
|
|
|
|
|
|
(1)
|
Shares are held directly by Capricorn-Libra
Investment Group, L.P. (“Capricorn-Libra”). Capricorn-Libra Partners, LLC (“C-L
Partners”) is the general partner of Capricorn-Libra and may be deemded to share voting
and dispositive power over the shares held by Capricorn-Libra. Dipender Saluja (“Saluja”)
is the sole manager of C-L Partners and may be deemed to share voting and dispositive power
over the shares held by Capricorn-Libra.
|
|
(2)
|
Calculations
are based on 603,894,394 shares of Common Stock issued and outstanding as of November 8 2021,
as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2021, filed with the Securities and Exchange Commission (the “SEC”) on November
15, 2021.
|
CUSIP
No. G65163 100
|
|
|
1.
|
Names of Reporting Persons
Capricorn-Libra Partners, LLC
|
|
|
2.
|
Check the
Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
¨
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Source of Funds (See Instructions)
AF
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
10,193,889 shares (1)
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
10,193,889 shares (1)
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
10,193,889 shares (1)
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
1.7% (2)
|
|
|
14.
|
Type of Reporting Person (See Instructions)
OO
|
|
|
|
|
|
|
|
(1)
|
Shares are held directly by Capricorn-Libra.
C-L Partners is the general partner of Capricorn-Libra and may be deemded to share voting
and dispositive power over the shares held by Capricorn-Libra. Saluja is the sole manager
of C-L Partners and may be deemed to share voting and dispositive power over the shares held
by Capricorn-Libra.
|
|
(2)
|
Calculations
are based on 603,894,394 shares of Common Stock issued and outstanding as of November 8 2021,
as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2021, filed with the Securities and Exchange Commission (the “SEC”) on November
15, 2021.
|
CUSIP
No. G65163 100
|
|
|
1.
|
Names of Reporting Persons
Technology Impact Fund, L.P.
|
|
|
2.
|
Check the
Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
¨
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Source of Funds (See Instructions)
WC
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
28,686,247 shares (1)
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
28,686,247 shares (1)
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
28,686,247 shares (1)
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
4.8% (2)
|
|
|
14.
|
Type of Reporting Person (See Instructions)
PN
|
|
|
|
|
|
|
|
(1)
|
Shares are held directly by Technology Impact
Fund, L.P. (“TIF LP”). TIF Partners, LLC (“TIF LLC”) is the general
partner of TIF LP and may be deemded to share voting and dispositive power over the shares
held by TIF LP. Saluja and Ion Yadigaroglu (“Yadigaroglu”) are managers of TIF
LLC and may be deemed to share voting and dispositive power over the shares held by TIF LP.
|
|
(2)
|
Calculations
are based on 603,894,394 shares of Common Stock issued and outstanding as of November 8 2021,
as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2021, filed with the Securities and Exchange Commission (the “SEC”) on November
15, 2021.
|
CUSIP
No. G65163 100
|
|
|
1.
|
Names of Reporting Persons
TIF Partners, LLC
|
|
|
2.
|
Check the
Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
¨
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Source of Funds (See Instructions)
AF
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
28,686,247 shares (1)
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
28,686,247 shares (1)
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
28,686,247 shares (1)
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
4.8% (2)
|
|
|
14.
|
Type of Reporting Person (See Instructions)
OO
|
|
|
|
|
|
|
|
(1)
|
Shares are held directly by TIF LP. TIF LLC
is the general partner of TIF LP and may be deemded to share voting and dispositive power
over the shares held by TIF LP. Saluja and Yadigaroglu are managers of TIF LLC and may be
deemed to share voting and dispositive power over the shares held by TIF LP.
|
|
(2)
|
Calculations
are based on 603,894,394 shares of Common Stock issued and outstanding as of November 8 2021,
as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2021, filed with the Securities and Exchange Commission (the “SEC”) on November
15, 2021.
|
CUSIP
No. G65163 100
|
|
|
1.
|
Names of Reporting Persons
Technology Impact Growth Fund, LP
|
|
|
2.
|
Check the
Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
☐
|
|
|
(b)
|
☐
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Source of Funds (See Instructions)
WC
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
2,075,460 shares (1)
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
2,075,460 shares (1)
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,075,460 shares (1)
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
0.2% (2)
|
|
|
14.
|
Type of Reporting Person (See Instructions)
PN
|
|
|
|
|
|
|
|
(1)
|
Shares are held directly by Technology Impact
Growth Fund, L.P. (“TIGF LP”). TIGF Partners, LLC (“TIGF LLC”) is
the general partner of TIGF LP and may be deemded to share voting and dispositive power over
the shares held by TIGF LP. Yadigaroglu is a manager of TIGF LLC and may be deemed to share
voting and dispositive power over the shares held by TIGF LP.
|
|
(2)
|
Calculations
are based on 603,894,394 shares of Common Stock issued and outstanding as of November 8 2021,
as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2021, filed with the Securities and Exchange Commission (the “SEC”) on November
15, 2021.
|
CUSIP
No. G65163 100
|
|
|
1.
|
Names of Reporting Persons
TIGF Partners, LLC
|
|
|
2.
|
Check the
Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
¨
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Source of Funds (See Instructions)
AF
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
|
|
6.
|
Citizenship or Place of Organization
Delaware
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
2,075,460 shares (1)
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
2,075,460 shares (1)
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
2,075,460 shares (1)
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
0.2% (2)
|
|
|
14.
|
Type of Reporting Person (See Instructions)
OO
|
|
|
|
|
|
|
|
(1)
|
Shares are held directly by TIGF LP. TIGF
LLC is the general partner of TIGF LP and may be deemded to share voting and dispositive
power over the shares held by TIGF LP. Yadigaroglu is a manager of TIGF LLC and may be deemed
to share voting and dispositive power over the shares held by TIGF LP.
|
|
(2)
|
Calculations
are based on 603,894,394 shares of Common Stock issued and outstanding as of November 8 2021,
as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2021, filed with the Securities and Exchange Commission (the “SEC”) on November
15, 2021.
|
CUSIP
No. G65163 100
|
|
|
1.
|
Names of Reporting Persons
Dipender Saluja
|
|
|
2.
|
Check the
Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
¨
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Source of Funds (See Instructions)
AF
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
|
|
6.
|
Citizenship or Place of Organization
United States
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
38,880,136 shares (1)
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
38,880,136 shares (1)
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
38,880,136 shares (1)
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
6.4% (2)
|
|
|
14.
|
Type of Reporting Person (See Instructions)
IN
|
|
|
|
|
|
|
|
(1)
|
Consists of: (i) 10,193,889 shares of Common
Stock held directly by Capricorn-Libra; and (ii) 28,686,247 shares of Common Stock held
directly by TIF LP. C-L Partners is the general partner of Capricorn-Libra and may be deemed
to share voting and dispositive power over the shares held by Capricorn-Libra. Saluja is
the sole manager of C-L Partners and may be deemed to share voting and dispositive power
over the shares held by Capricorn-Libra. TIF LLC is the general partner of TIF LP and may
be deemed to share voting and dispositive power over the shares held by TIF LP. Saluja is
a manager of TIF LLC and may be deemed to share voting and dispositive power over the shares
held by TIF LP.
|
|
(2)
|
Calculations
are based on 603,894,394 shares of Common Stock issued and outstanding as of November 8 2021,
as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2021, filed with the Securities and Exchange Commission (the “SEC”) on November
15, 2021.
|
CUSIP
No. G65163 100
|
|
|
1.
|
Names of Reporting Persons
Ion Yadigaroglu
|
|
|
2.
|
Check the
Appropriate Box if a Member of a Group (See Instructions)
|
|
|
(a)
|
¨
|
|
|
(b)
|
¨
|
|
|
3.
|
SEC
Use Only
|
|
|
4.
|
Source of Funds (See Instructions)
AF
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
|
|
6.
|
Citizenship or Place of Organization
United States
|
|
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
30,761,707 shares (1)
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
30,761,707 shares (1)
|
|
|
11.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
30,761,707 shares (1)
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
|
|
|
13.
|
Percent of Class Represented by Amount in Row (11)
5.1% (2)
|
|
|
14.
|
Type of Reporting Person (See Instructions)
IN
|
|
|
|
|
|
|
|
(1)
|
Consists of: (i) 28,686,247 shares of Common
Stock held directly by TIF LP and (ii) 2,075,460 shares of Common Stock held directly by
TIGF LP. TIF LLC is the general partner of TIF LP and may be deemed to share voting and dispositive
power over the shares held by TIF LP. Yadigaroglu is a manager of TIF LLC and may be deemed
to share voting and dispositive power over the shares held by TIF LP. TIGF LLC is the general
partner of TIGF LP and may be deemed to share voting and dispositive power over the shares
held by TIGF LP. Yadigaroglu is a manager of TIGF LLC and may be deemed to share voting and
dispositive power over the shares held by TIGF LP.
|
|
(2)
|
Calculations
are based on 603,894,394 shares of Common Stock issued and outstanding as of November 8 2021,
as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September
30, 2021, filed with the Securities and Exchange Commission (the “SEC”) on November
15, 2021.
|
|
Item 1.
|
Security and Issuer
|
The class of equity security to which this statement
on Schedule 13D relates is the Common Stock, $0.0001 par value (“Common Stock”) of Joby Aviation, Inc., a Delaware corporation
(the “Issuer” or “Joby”). The address of the principal executive offices of the Issuer is 2155 Delaware Avenue,
Suite #225 Santa Cruz, CA 95060. Information given in response to each item shall be deemed incorporated by reference in all other items,
as applicable.
|
Item 2.
|
Identity and Background
|
|
(a)
|
This Schedule 13D is filed by Capricorn-Libra
Investment Group, L.P. (“Capricorn-Libra”), Capricorn-Libra Partners, LLC (“C-L
Partners”), Technology Impact Fund, L.P. (“TIF LP”), TIF Partners, LLC
(“TIF LLC”), Technology Impact Growth Fund, L.P. (“TIGF LP”), TIGF
Partners, LLC (“TIGF LLC”), Dipender Saluja (“Saluja”), and Ion Yadigaroglu
(“Yadigaroglu” and, with Capricorn-Libra, C-L Partners, TIF LP, TIF LLC, TIGF
LP, TIGF LLC and Saluja, collectively, the “Reporting Persons”). The Reporting
Persons expressly disclaim status as a “group” for purposes of this Schedule
13D.
|
|
(b)
|
The principal business and principal business
office of the Reporting Persons is c/o Capricorn Investment Group, LLC, 250 University Avenue,
Suite 300, Palo Alto, California 94301.
|
|
(c)
|
The principal business of the Reporting Persons
is venture capital investments.
|
|
(d)
|
During the last five years, none of the Reporting
Persons or the Listed Persons (as defined below) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
|
|
(e)
|
During the last five years, none of the Reporting
Persons or the Listed Persons was a party to a civil proceeding of a judicial of administrative
body of competent jurisdiction or were subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
|
|
(f)
|
Each of Capricorn-Libra, C-L Partners, TIF
LP, TIF LLC, TIGF LP and TIGF LLC was organized in the state of Delaware and Saluja and Yadigaroglu
are citizens of the United States.
|
In accordance with the provisions of General
Instruction C to Schedule 13D, information concerning the managing members and each other person controlling C-L Partners, TIF GP and
TIGF GP (the “Listed Persons”) required by Item 2 of Schedule 13D is listed on Schedule 1 hereto and is incorporated by reference
herein.
|
Item 3.
|
Source and Amount of Funds or
Other Consideration
|
Since October 19, 2016,
the Reporting Persons invested in multiple series of preferred stock of Joby Aero, inc., a privately held Delaware corporation (after
the Closing (as defined below), “Old Joby”).
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 Old Joby, Merger Sub merged with and into Old Joby with Old Joby surviving as a wholly owned subsidiary of the Issuer (the “Merger”).
Upon consummation of the Merger (the “Closing”), each issued and outstanding share of common stock of Old Joby was automatically
cancelled and converted into approximately 3.4572 Common Shares of the Issuer.
As
a result of the foregoing, the shares of common stock of Old Joby beneficially held by the Reporting Person were converted into an aggregate
of 37,455,596 shares of Common Stock of the Issuer.
Also on August 10, 2021, TIF LP and TIGF LP purchased
2,600,000 and 900,000 shares, respectively, of Joby common stock at $10.00 per share in a private placement (the “PIPE Shares”).
The aggregate purchase price of the PIPE Shares was $35 million.
The funds used by Capricorn-Libra, TIF LP and
TIGF LP to acquire the securities described above were obtained from their general and limited partners.
|
Item 4.
|
Purpose of Transaction
|
On August 10, 2021, the Closing occurred and
the Reporting Persons became the beneficial owners of an aggregate of 40,955,596 shares of Common Stock in connection with the Merger.
The Reporting Persons acquired the Common Stock
for investment purposes. Except as set forth herein and except that the Reporting Persons or any of their affiliates may, from time to
time or at any time, subject to market conditions and other factors, purchase additional Common Stock in the open market, in privately
negotiated transactions or otherwise, or sell or distribute in kind at any time all or a portion of the Common Stock now owned or hereafter
acquired by them, as of the date of this Schedule 13D, none of the Reporting Persons has any present plans which relate to or would result
in:
|
(a)
|
The
acquisition by any person of additional securities of the Issuer, or the disposition
of securities of the Issuer;
|
|
(b)
|
An extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
|
|
(c)
|
A sale or transfer of a material amount of
assets of the Issuer or any of its subsidiaries;
|
|
(d)
|
Any change in the present board of directors
or management of the Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
|
|
(e)
|
Any material change in the present capitalization
or dividend policy of the Issuer;
|
|
(f)
|
Any other material change in the Issuer’s
business or corporate structure including but not limited to, if the Issuer is a registered
closed-end investment company, any plans or proposals to make any changes in its investment
policy for which a vote is required by section 13 of the Investment Company Act of 1940;
|
|
(g)
|
Changes in the Issuer’s charter, bylaws
or instruments corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person;
|
|
(h)
|
Causing a class of securities of the Issuer
to be delisted from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities association;
|
|
(i)
|
A class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act;
or
|
|
(j)
|
Any action similar to any of those enumerated
above.
|
Saluja served on the board of directors of Old
Joby prior to the Closing and, following the Closing, Saluja joined the board of directors of the Issuer. As a director of the Issuer,
Saluja may have influence over the corporate activities of the Issuer, including activities which may relate to the transactions described
in clauses (a) through (j) of this Item 4.
The information set forth in Items 3, 5 and 6
is incorporated by reference herein.
|
Item 5.
|
Interest in Securities of the Issuer
|
(a) – (b).
|
The following information with respect
to the ownership of the Common Stock of the Issuer by the persons filing this statement on
Schedule 13D is provided as of December 17 2021:
|
Reporting
Persons
|
|
Shares
Held
Directly
|
|
|
Sole
Voting
Power
|
|
|
Shared
Voting
Power
(1) (2) (3)
|
|
|
Sole
Dispositive
Power
|
|
|
Shared
Dispositive
Power
(1) (2) (3)
|
|
|
Beneficial
Ownership
|
|
|
Percentage
of Class (4)
|
|
Capricorn-Libra
|
|
10,193,889
|
|
|
0
|
|
|
10,193,889
|
|
|
0
|
|
|
10,193,889
|
|
|
10,193,889
|
|
|
1.7
|
%
|
C-L Partners (1)
|
|
0
|
|
|
0
|
|
|
10,193,889
|
|
|
0
|
|
|
10,193,889
|
|
|
10,193,889
|
|
|
1.7
|
%
|
TIF LP
|
|
28,686,247
|
|
|
0
|
|
|
28,686,247
|
|
|
0
|
|
|
28,686,247
|
|
|
28,686,247
|
|
|
4.8
|
%
|
TIF LLC (2)
|
|
0
|
|
|
0
|
|
|
28,686,247
|
|
|
0
|
|
|
28,686,247
|
|
|
28,686,247
|
|
|
4.8
|
%
|
TIGF LP
|
|
2,075,460
|
|
|
0
|
|
|
2,075,460
|
|
|
0
|
|
|
2,075,460
|
|
|
2,075,460
|
|
|
0.2
|
%
|
TIGF LLC (3)
|
|
0
|
|
|
0
|
|
|
2,075,460
|
|
|
0
|
|
|
2,075,460
|
|
|
2,075,460
|
|
|
0.2
|
%
|
Saluja (1) (2)
|
|
0
|
|
|
0
|
|
|
36,280,136
|
|
|
0
|
|
|
36,280,136
|
|
|
36,280,136
|
|
|
6.4
|
%
|
Yadigaroglu (2) (3)
|
|
0
|
|
|
0
|
|
|
27,261,707
|
|
|
0
|
|
|
27,261,707
|
|
|
27,261,707
|
|
|
5.1
|
%
|
|
(1)
|
Shares
are held directly by Capricorn-Libra. C-L Partners is the general partner of Capricorn-Libra
and may be deemded to share voting and dispositive power over the shares held by Capricorn-Libra.
Saluja is the sole manager of C-L Partners and may be deemed to share voting and dispositive
power over the shares held by Capricorn-Libra.
|
|
(2)
|
Shares are held directly by TIF LP.
TIF LLC is the general partner of TIF LP and may be deemded to share voting and dispositive
power over the shares held by TIF LP. Saluja and Yadigaroglu are managers of TIF LLC and
may be deemed to share voting and dispositive power over the shares held by TIF LP.
|
|
|
|
|
(3)
|
Shares are held directly by TIGF LP.
TIGF LLC is the general partner of TIGF LP and may be deemded to share voting and dispositive
power over the shares held by TIGF LP. Yadigaroglu is a manager of TIGF LLC and may be deemed
to share voting and dispositive power over the shares held by TIGF LP.
|
|
|
|
|
(4)
|
Calculations are based on 603,894,394
shares of Common Stock issued and outstanding as of November 8 2021, as disclosed in the
Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed
with the Securities and Exchange Commission (the “SEC”) on November 15, 2021.
|
|
(c)
|
Except as set forth herein, none of the Reporting
Persons has effected any transactions in shares of the Issuer’s Common Stock during
the last 60 days.
|
|
(d)
|
No other person is known to have the right
to receive or the power to direct the receipt of dividends from, or any proceeds from the
sale of, the shares of Common Stock beneficially owned by any of the Reporting Persons.
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
|
In connection with the Closing, the Issuer, Capricorn-Libra,
TIF LP and certain other stockholders entered into lock-up agreements (the “Lock-up Agreements”) pursuant to which the Reporting
Persons are contractually restricted from selling or transferring any Common Stock (the “Lock-up Shares”) for certain periods
of time. Such lockup restrictions began on the Closing and end in tranches of 20% of the Lock-up Shares at each of (i) the earlier of
(x) the one year anniversary of Closing or (y) the date on which the last reported sale price of the Common Stock equals or exceeds $12.00
per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing, (ii) the two-year
anniversary of the Closing, (iii) the three-year anniversary of the Closing, (iv) the four-year anniversary of the Closing and (v) the
five-year anniversary of the Closing. Further, if the Issuer completes a transaction that results in a change of control, the Lock-up
Shares are released from restriction immediately prior to such change of control.
In connection with the Closing, the Issuer, Capricorn-Libra,
TIF LP and certain other stockholders of the Issuer entered into an Amended and Restated Registration Rights Agreement (the “Registration
Rights Agreement”). Pursuant to the Registration Rights Agreement, the Issuer agreed to file a shelf registration statement with
respect to the registrable securities under the Registration Rights Agreement within thirty calendar days of the Closing. Certain
stockholders, including Capricorn-Libra and TIF LP, may request to sell all or any portion of their registrable securities in an underwritten
offering up to two times in any 12-month period, so long as the total offering price is reasonably expected to exceed $100.0 million.
The Issuer also agreed to provide “piggyback” registration rights, subject to certain requirements and customary conditions.
The Registration Rights Agreement also provides that the Issuer will pay certain expenses relating to such registrations and indemnify
the stockholders against certain liabilities.
The foregoing descriptions of the Lock-up Agreement
and Registration Rights Agreement are qualified in their entirety by reference to each agreement, copies of which are attached hereto
as exhibits and are incorporated by reference in this Item 6.
|
Item 7.
|
Material to be Filed as Exhibits
|
A. Form of Lock-up
Agreement (incorporated by reference to Exhibit 10.20(b) to the Issuer’s Current Report on Form 10-K (File No. 1-39524) , filed
with the SEC on August 16, 2021)
B. Amended and Restated
Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 10-K (File No.
1-39524) , filed with the SEC on August 16, 2021)
C. Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
Dated: December 17, 2021
|
|
|
|
Capricorn-Libra Investment Group, L.P.
|
|
|
|
By:
|
Capricorn-Libra Partners, LLC
|
|
its
|
General Partner
|
|
|
|
By:
|
/s/ Dipender Saluja
|
|
|
Name:
|
Dipender Saluja
|
|
|
Title:
|
Manager
|
|
|
|
Capricorn-Libra Partners, LLC
|
|
|
|
By:
|
/s/ Dipender Saluja
|
|
|
Name:
|
Dipender Saluja
|
|
|
Title:
|
Manager
|
|
|
|
Technology Impact Fund, L.P.
|
|
|
|
By:
|
TIF Partners, LLC
|
|
its
|
General Partner
|
|
|
|
By:
|
/s/ Dipender Saluja
|
|
|
Name:
|
Dipender Saluja
|
|
|
Title:
|
Manager
|
|
|
|
TIF Partners, LLC
|
|
|
|
By:
|
/s/ Dipender Saluja
|
|
|
Name:
|
Dipender Saluja
|
|
|
Title:
|
Manager
|
|
|
|
Technology Impact Growth Fund, LP
|
|
|
|
By:
|
TIGF Partners, LLC
|
|
its
|
General Partner
|
|
|
|
By:
|
/s/ Ion Yadigaroglu
|
|
|
Name:
|
Ion Yadigaroglu
|
|
|
Title:
|
Manager
|
|
|
|
TIGF Partners, LLC
|
|
|
|
By:
|
/s/ Ion Yadigaroglu
|
|
|
Name:
|
Ion Yadigaroglu
|
|
|
Title:
|
Manager
|
|
|
|
/s/ Dipender Saluja
|
|
Dipender Saluja
|
|
|
|
/s/ Ion Yadigaroglu
|
|
Ion Yadigaroglu
|
|
|
ATTENTION
|
|
|
|
|
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
|
SCHEDULE I
Manager of C-L Partners
Dipender Saluja
c/o Capricorn Investment Group, LLC
250 University Avenue, Suite 300
Palo Alto, California 94301
Principal Occupation: Venture Capital investment
Citizenship: United States of America
Managers of TIF LLC
Dipender Saluja
c/o Capricorn Investment Group, LLC
250 University Avenue, Suite 300
Palo Alto, California 94301
Principal Occupation: Venture Capital investment
Citizenship: United States of America
Ion Yadigaroglu
c/o Capricorn Investment Group, LLC
250 University Avenue, Suite 300
Palo Alto, California 94301
Principal Occupation: Venture Capital investment
Citizenship: United States of America
Managers of TIGF LLC
Dipender Saluja
c/o Capricorn Investment Group, LLC
250 University Avenue, Suite 300
Palo Alto, California 94301
Principal Occupation: Venture Capital investment
Citizenship: United States of America
Ion Yadigaroglu
c/o Capricorn Investment Group, LLC
250 University Avenue, Suite 300
Palo Alto, California 94301
Principal Occupation: Venture Capital investment
Citizenship: United States of America
Capricorn Investment Group, LLC
250 University Avenue, Suite 300
Palo Alto, California 94301
Principal Occupation: Venture Capital investment
Citizenship: Delaware
Exhibit(s):
C - Joint Filing Agreement
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that a single Schedule
13D (or any amendment thereto) relating to the Common Stock of Joby Aviation, Inc. shall be filed on behalf of each of the undersigned
and that this Agreement shall be filed as an exhibit to such Schedule 13D.
Dated: December 17, 2021
|
|
|
|
Capricorn-Libra Investment Group, L.P.
|
|
|
|
By:
|
Capricorn-Libra Partners, LLC
|
|
its
|
General Partner
|
|
|
|
By:
|
/s/ Dipender Saluja
|
|
|
Name:
|
Dipender Saluja
|
|
|
Title:
|
Manager
|
|
|
|
Capricorn-Libra Partners, LLC
|
|
|
|
By:
|
/s/ Dipender Saluja
|
|
|
Name:
|
Dipender Saluja
|
|
|
Title:
|
Manager
|
|
|
|
Technology Impact Fund, L.P.
|
|
|
|
By:
|
TIF Partners, LLC
|
|
its
|
General Partner
|
|
|
|
By:
|
/s/ Dipender Saluja
|
|
|
Name:
|
Dipender Saluja
|
|
|
Title:
|
Manager
|
|
|
|
TIF Partners, LLC
|
|
|
|
By:
|
/s/ Dipender Saluja
|
|
|
Name:
|
Dipender Saluja
|
|
|
Title:
|
Manager
|
|
|
|
Technology Impact Growth Fund, LP
|
|
|
|
By:
|
TIGF Partners, LLC
|
|
its
|
General Partner
|
|
|
|
By:
|
/s/ Ion Yadigaroglu
|
|
|
Name:
|
Ion Yadigaroglu
|
|
|
Title:
|
Manager
|
|
|
|
TIGF Partners, LLC
|
|
|
|
By:
|
/s/ Ion Yadigaroglu
|
|
|
Name:
|
Ion Yadigaroglu
|
|
|
Title:
|
Manager
|
|
|
|
/s/ Dipender Saluja
|
|
Dipender Saluja
|
|
|
|
/s/ Ion Yadigaroglu
|
|
Ion Yadigaroglu
|
|