Jiya Acquisition (JYAC) Form 3 Jiya Acquisition / Mayank Gandhi ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Gandhi Mayank

(Last) (First) (Middle)

628 MIDDLEFIELD ROAD

(Street)

PALO ALTO CA 94301

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/18/2020

3. Issuer Name and Ticker or Trading Symbol
Jiya Acquisition Corp. [ JYAC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, Corporate Development

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock(1)	(1)(2)	(1)(2)	Class A Common Stock(1)	48,000(1)(2)	(1)(2)	D

Explanation of Responses:

1. The Reporting Person holds 48,000 shares of Class B Common Stock of the Issuer ("Class B Shares"). The 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. The Class B Shares held by the Reporting Person will vest as follows: (i) with respect to 40,000 of the Reporting Person's Class B Shares, 25% of such Class B Shares will vest on November 16, 2021 (the first anniversary of the transfer date), and the remaining 75% will thereafter vest in thirty-six (36) equal monthly installments, subject generally to continued employment with the Issuer through each such date; and (ii) with respect to the remaining 8,000 of the Reporting Person's Class B Shares, such Class B Shares will vest 100% on the second anniversary of the consummation of the Issuer's initial business combination, subject generally to (a) the consummation of the initial business combination and (b) continued employment with the Issuer through such anniversary date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Richard Van Doren, attorney-in-fact	11/18/2020
	** 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 5 (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.
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