| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Jiya Acquisition Corp. [ JYAC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/13/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. 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: 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 | ||||||||
| Class B Common Stock(1) | (1) | 04/13/2021 | J(2) | 5,000(2) | (1) | (1) | Class A Common Stock | 5,000 | (1)(2) | 2,412,447(1)(3) | I | See Footnotes(3)(4) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The shares of Class B Common Stock of the Issuer ("Class B Shares") will automatically convert into shares of Class A Common Stock of the Issuer ("Class A Shares") on a one-for-one basis (subject to certain adjustments for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions) concurrently with or immediately following the consummation of the Issuer's initial business combination, as described in the section entitled "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-249808) filed with the Securities and Exchange Commission on November 16, 2020. The Class B Shares have no expiration date. |
| 2. Reflects the transfer of 5,000 Class B Shares from Jiya Holding Company LLC ("Jiya Holdco") for no consideration ($0) to an individual providing advisory services to the Issuer. These Class B Shares will be subject to forfeiture by such advisor if the advisor ceases to provide services to the Issuer at any time before the consummation of the Issuer's initial business combination. |
| 3. Reflects the Class B Shares held by Jiya Holdco. This amount does not reflect the 30,000 Class B shares directly held by Dr. Srinivas Akkaraju M.D., Ph.D. |
| 4. Jiya HoldCo is wholly owned by Samsara BioCapital, L.P. ("Samsara LP"). Dr. Akkaraju has voting and dispositive control over the reported securities held by Jiya HoldCo via Dr. Akkaraju's control of Samsara LP's general partner, Samsara BioCapital GP, LLC. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. |
| By: /s/ Srinivas Akkaraju, By: Richard Van Doren, attorney-in-fact | 04/14/2021 | |
| By: /s/ Jiya Holding Company LLC, By: Samsara BioCapital, L.P., its sole member, By: Samsara BioCapital GP, LLC, its General Partner, By: Richard Van Doren, its Chief Financial Officer | 04/14/2021 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||