Krishna Gupta - Sep 21, 2022 Form 3/A - Amendment Insider Report for Presto Automation Inc. (PRST)

Role
Director, 10%+ Owner
Signature
/s/ Krishna K. Gupta
Stock symbol
PRST
Transactions as of
Sep 21, 2022
Transactions value $
$0
Form type
3/A - Amendment
Date filed
11/28/2022, 03:30 PM
Date Of Original Report
Oct 3, 2022
Next filing
Feb 22, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding PRST Common Stock 1.2M Sep 21, 2022 Direct F1
holding PRST Common Stock 239K Sep 21, 2022 By Romulus Capital I, L.P. F2
holding PRST Common Stock 3.61M Sep 21, 2022 By Romulus Capital II, L.P. F3
holding PRST Common Stock 8.23M Sep 21, 2022 By Romulus Capital III, L.P. F4
holding PRST Common Stock 159K Sep 21, 2022 By Romulus ELC B3 Special Opportunity, L.P. F5
holding PRST Common Stock 638K Sep 21, 2022 By Zaffran Special Opportunities LLC F6
holding PRST Common Stock 280K Sep 21, 2022 By KKG Enterprises LLC F7

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 PRST Earn-Out Shares Sep 21, 2022 Common Stock 70.1K By Romulus Capital I, L.P. F2, F8
holding PRST Earn-Out Shares Sep 21, 2022 Common Stock 1.06M By Romulus Capital II, L.P. F3, F8
holding PRST Earn-Out Shares Sep 21, 2022 Common Stock 2.32M By Romulus Capital III, L.P. F4, F8
holding PRST Earn-Out Shares Sep 21, 2022 Common Stock 46.6K By Romulus ELC B3 Special Opportunity, L.P. F5, F8
holding PRST Earn-Out Shares Sep 21, 2022 Common Stock 187K By Zaffran Special Opportunities LLC F6, F8
holding PRST Earn-Out Shares Sep 21, 2022 Common Stock 80K By KKG Enterprises LLC F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents a grant of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock"). The RSUs shall vest as follows 33.33% of the RSUs shall vest on September 30, 2022, an additional 56.67% shall vest in equal monthly installments on the last day of each month during the subsequent 23-month period, and the remaining 10% shall vest on September 21, 2025, subject to the Reporting Person's continued service on each such vesting date.
F2 The shares are held directly by Romulus Capital I, L.P. ("Romulus I"). Palatine Hill Ventures GP LLC ("Palatine Hill") is the general partner of Romulus I. The Reporting Person is one of two managing members of Palatine Hill, and disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
F3 The shares are held directly by Romulus Capital II, L.P. ("Romulus II"). Romulus Capital Partners II, LLC ("Romulus II GP") is the general partner of Romulus II. The Reporting Person is one of two managing members of Romulus II GP, and disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act.
F4 The shares are held directly by Romulus Capital III, L.P. ("Romulus III"). Romulus II GP is the general partner of Romulus III. The Reporting Person is one of two managing members of Romulus II GP, and disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act.
F5 The shares are held directly by Romulus ELC B3 Special Opportunity, L.P. ("Romulus ELC"). Romulus II GP is the general partner of Romulus ELC. The Reporting Person is one of two managing members of Romulus II GP, and disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act.
F6 The shares are held directly by Zaffran Special Opportunities LLC ("Zaffran"). The Reporting Person is the sole general partner of Zaffran, and disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act.
F7 The shares are held directly by KKG Enterprises LLC ("KKG Enterprises"). The Reporting Person is the sole managing member of KKG Enterprises, and disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act.
F8 Each Earn-Out Share represents a contingent right to receive one share of Common Stock. The Earn-Out Shares shall vest and be released upon the satisfaction of certain share price vesting conditions as follows: one-half of the Earn-Out Shares will be issued if the volume weighted average price ("VWAP") of the Issuer's Common Stock equals or exceeds $12.50 over 20 trading days within any 30 trading day period on or before September 21, 2025, and one-half will be issued if the VWAP of the Issuer's Common Stock equals or exceeds $15.00 over 20 trading days within any 30 trading day period on or before September 21, 2027.

Remarks:

This Amendment on Form 3/A amends and restates the Form 3 originally filed by the Reporting Person on October 3, 2022 in its entirety to correct the number of shares of Common Stock owned by each of Romulus I, Romulus II, Romulus III, Romulus ELC and Zaffran.