Ashish Gupta - Sep 21, 2022 Form 4 Insider Report for Presto Automation Inc. (PRST)

Role: Chief Financial Officer
Signature: /s/ Stephen Perry, as attorney-in-fact
Stock symbol: PRST
Transactions as of: Sep 21, 2022
Transactions value $: $0
Form type: 4
Date filed: 9/23/2022, 06:47 PM
Next filing: Jun 2, 2023

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
transaction	PRST	Stock Option	Award		+457K			457K	Sep 21, 2022	Common Stock	457K	$0.41	Direct	F1, F2
transaction	PRST	Stock Option	Award		+128K			128K	Sep 21, 2022	Common Stock	128K	$1.44	Direct	F1, F3
transaction	PRST	Stock Option	Award		+144K			144K	Sep 21, 2022	Common Stock	144K	$1.44	Direct	F1, F4
transaction	PRST	Earn-Out Shares	Award		+208K			208K	Sep 21, 2022	Common Stock	208K		Direct	F1, F3, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects securities acquired pursuant to the terms of the Agreement and Plan of Merger, dated as of November 10, 2021, as amended (the "Merger Agreement"), entered into by and among Ventoux CCM Acquisition Corp. (which subsequently changed its name to "Presto Automation Inc.", the "Issuer"), Ventoux Merger Sub I Inc. and Ventoux Merger Sub II LLC, each a wholly owned subsidiary of Ventoux CCM Acquisition Corp., and E La Carte, Inc. ("Old Presto"), pursuant to which the Issuer acquired Old Presto (the "Business Combination"). Pursuant to the terms of the Merger Agreement, each share of Old Presto common stock outstanding and each Old Presto option outstanding immediately prior to the closing of the Business Combination was entitled to receive 0.8099224419 shares of Issuer common stock or option, respectively, and certain earnout shares ("Earn-out Shares"). The Business Combination closed on September 21, 2022 (the "Closing Date").
F2	Includes unvested options, of which there were 114,156 as of the Closing Date, that vest in equal installments monthly until September 16, 2023.
F3	Includes unvested options, of which there were 63,981 as of the Closing Date, that vest in equal installments monthly until September 16, 2024.
F4	Includes unvested options, of which there were 23,962 as of the Closing Date, that vest in equal installments monthly until January 14, 2023.
F5	Upon consummation of the Business Combination, the Reporting Person received the right to acquire shares of the Issuer's common stock as follows: one-half of the Earn-Out Shares will be issued to the Reporting Person if the volume weighted average price ("VWAP") of the Issuer common stock equals or exceeds $12.50 over 20 trading days within any 30 trading day period on or before the third anniversary of the Closing Date, and one-half will be issued to the Reporting Person if the VWAP of the Issuer common stock equals or exceeds $15.00 over 20 trading days within any 30 trading day period on or before the fifth anniversary of the Closing Date.