Roadmap Capital General Partner Ltd - Dec 17, 2021 Form 3 Insider Report for Peraso Inc. (PRSO)

Role
10%+ Owner
Signature
Roadmap Innovation Fund I, By: Roadmap Capital General Partner Ltd., its general partner, By: /s/ Hugh Cleland, Name: Hugh Cleland, Title: CEO, Roadmap Capital General Partner Ltd.
Stock symbol
PRSO
Transactions as of
Dec 17, 2021
Transactions value $
$0
Form type
3
Date filed
12/27/2021, 07:07 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding PRSO Exchangeable Shares Dec 17, 2021 Common Stock 153K See Footnotes F1, F2, F3
holding PRSO Earn Out Right Dec 17, 2021 See Footnote 21.6K See Footnotes F2, F3, F4
holding PRSO Exchangeable Shares Dec 17, 2021 Common Stock 63.3K See Footnotes F1, F3, F5
holding PRSO Earn Out Right Dec 17, 2021 See Footnote 8.95K See Footnotes F3, F4, F5
holding PRSO Exchangeable Shares Dec 17, 2021 Common Stock 18.1K See Footnotes F1, F3, F6
holding PRSO Earn Out Right Dec 17, 2021 See Footnote 2.56K See Footnotes F3, F4, F6
holding PRSO Exchangeable Shares Dec 17, 2021 Common Stock 428K See Footnotes F1, F3, F7
holding PRSO Earn Out Right Dec 17, 2021 See Footnote 60.5K See Footnotes F3, F4, F7
holding PRSO Exchangeable Shares Dec 17, 2021 Common Stock 24K See Footnotes F1, F3, F8
holding PRSO Earn Out Right Dec 17, 2021 See Footnote 3.39K See Footnotes F3, F4, F8
holding PRSO Exchangeable Shares Dec 17, 2021 Common Stock 675K See Footnotes F1, F3, F9
holding PRSO Earn Out Right Dec 17, 2021 See Footnote 95.3K See Footnotes F3, F4, F9
holding PRSO Exchangeable Shares Dec 17, 2021 Common Stock 204K See Footnotes F1, F3, F10
holding PRSO Earn Out Right Dec 17, 2021 See Footnote 28.9K See Footnotes F3, F4, F10
holding PRSO Exchangeable Shares Dec 17, 2021 Common Stock 5.77M See Footnotes F1, F3, F11
holding PRSO Earn Out Right Dec 17, 2021 See Footnote 816K See Footnotes F3, F4, F11
holding PRSO Exchangeable Shares Dec 17, 2021 Common Stock 1.22M See Footnotes F1, F3, F12
holding PRSO Earn Out Right Dec 17, 2021 See Footnote 173K See Footnotes F3, F4, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Exchangeable Shares issued by 2864555 Ontario Inc. ("Canco"), a wholly-owned subsidiary of Peraso Inc. (the "Issuer"), each of which are exchangeable for one share of Common Stock of the Issuer at the election of the holder. Holders of Exchangeable Shares also have the right, at their election, to require Canco to redeem any or all of their Exchangeable Shares for cash in an amount equal to the current market price (calculated in accordance with the Arrangement Agreement entered into by the Issuer and other persons named therein on September 14, 2021 (the "Arrangement")) of the Common Stock. The Exchangeable Shares may also be redeemed by Canco for cash in an amount equal to the current market price (calculated in accordance with the Arrangement) on and after the 7th anniversary of the effective date of the Arrangement, and at any time upon the occurrence of certain events.
F2 Held directly by Roadmap Capital Inc. ("Roadmap Capital"). Roadmap Capital is the sole shareholder of Roadmap Capital General Partner Ltd. ("Roadmap GP"). Roadmap GP is the general partner of Roadmap Innovation Fund I ("Roadmap Innovation I"); Roadmap Innovation Fund II ("Roadmap Innovation II"); Roadmap Peraso LP ("Roadmap Peraso"); Roadmap Peraso LP (U.S. and Offshore) ("Roadmap Peraso (U.S. and Offshore)"); Roadmap Peraso LP II ("Roadmap Peraso II"); Roadmap Peraso LP II (US and Offshore) ("Roadmap Peraso II (U.S. and Offshore)"); Roadmap Peraso LP III ("Roadmap Peraso III"); Roadmap Peraso LP III (US and Offshore) ("Roadmap Peraso III (U.S. and Offshore)") (collectively, the "Roadmap Funds" and, together with Roadmap GP and Roadmap Capital, the "Reporting Persons").
F3 Because of the relationship between Roadmap GP and each of the Roadmap Funds, Roadmap GP may be deemed to beneficially own securities beneficially owned by each of the Roadmap Funds. Because of the relationship between Roadmap Capital and Roadmap GP, Roadmap Capital may be deemed to beneficially own the securities beneficially owned by Roadmap Capital. Each of the Reporting Persons disclaims beneficial interest of any securities except to the extent of their pecuniary interest therein. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
F4 Pursuant to the terms of the Agreement, the Reporting Persons may receive additional Exchangeable Shares, subject to any offset claim, upon the satisfaction of the earlier of: (a) any date following the first anniversary of the Effective Time and prior to the third anniversary of the Effective Time where the volume weighted average price of the Common Stock for any 20 trading days within a period of 30 consecutive trading days is at least $8.57 per share, subject to adjustment for stock splits or other similar transactions; (b) the date of any sale of all or substantially all of the assets or shares of the Issuer; or (c) the date of any bankruptcy, insolvency, restructuring, receivership, administration, wind-up, liquidation, dissolution, or similar event involving the Issuer.
F5 Held directly by Roadmap Innovation I.
F6 Held directly by Roadmap Innovation II.
F7 Held directly by Roadmap Peraso.
F8 Held directly by Roadmap Peraso (U.S. and Offshore)
F9 Held directly by Roadmap Peraso II.
F10 Held directly by Roadmap Peraso II (U.S. and Offshore)
F11 Held directly by Roadmap Peraso III
F12 Held directly by Roadmap Peraso III (U.S. and Offshore)