Sec Form 3 Filing - TOYOTA MOTOR CORP/ @ Joby Aviation, Inc. - 2021-08-10

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
TOYOTA MOTOR CORP/
2. Issuer Name and Ticker or Trading Symbol
Joby Aviation, Inc. [ JOBY]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1 TOYOTA CHO, TOYOTA CITY
3. Date of Earliest Transaction (MM/DD/YY)
08/10/2021
(Street)
AICHI PREFECTURE, M0471-8571
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 72,871,831 ( 1 ) D
Common Stock 5,813,286 ( 1 ) I See Footnote ( 2 )
Common Stock 67,494 ( 1 ) I See Footnote ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TOYOTA MOTOR CORP/
1 TOYOTA CHO, TOYOTA CITY
AICHI PREFECTURE, M0471-8571
X X
Signatures
TOYOTA MOTOR CORPORATION; By: /s/ Masayoshi Hachisuka Title: General Manager 08/20/2021
Signature of Reporting Person Date
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 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.
( 2 )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.
( 3 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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