William Robert Healey - 21 Sep 2022 Form 4 Insider Report for Presto Automation Inc.

Role: Chief Technology Officer
Signature: /s/ Stephen Perry, as attorney-in-fact
Issuer symbol: N/A
Transactions as of: 21 Sep 2022
Net transactions value: $0
Form type: 4
Filing time: 23 Sep 2022, 18:49:37 UTC
Next filing: 24 Oct 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PRST	Common Stock	Award		+40,496			40,496	21 Sep 2022	Direct	F1

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		+546,204			546,204	21 Sep 2022	Common Stock	546,204	$0.0200	Direct	F1, F2
transaction	PRST	Stock Option	Award		+80,992			80,992	21 Sep 2022	Common Stock	80,992	$0.3900	Direct	F1, F3
transaction	PRST	Stock Option	Award		+80,992			80,992	21 Sep 2022	Common Stock	80,992	$0.4100	Direct	F1, F4
transaction	PRST	Stock Option	Award		+184,126			184,126	21 Sep 2022	Common Stock	184,126	$1.44	Direct	F1, F5
transaction	PRST	Earn-Out Shares	Award		+266,822			266,822	21 Sep 2022	Common Stock	266,822		Direct	F1, F6

* 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	All of the options were exercisable as of the Closing Date.
F3	All of the options were exercisable as of the Closing Date.
F4	Includes unvested options, of which there were 29,697 as of the Closing Date, that vest in equal installments monthly until July 1, 2024.
F5	Includes unvested options, of which there were 30,687 as of the Closing Date, that vest in equal installments monthly until January 14, 2023.
F6	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.