Kim A. Lopdrup - Sep 21, 2022 Form 3 Insider Report for Presto Automation Inc. (PRST)

Role
Director
Signature
/s/ Stephen Perry, as attorney-in-fact
Stock symbol
PRST
Transactions as of
Sep 21, 2022
Transactions value $
$0
Form type
3
Date filed
10/3/2022, 06:59 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding PRST Common Stock 70.7K Sep 21, 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
holding PRST Earn-Out Shares Sep 21, 2022 Common Stock 17.4K Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes 60,744 restricted stock units that vest in equal monthly installments through October 15, 2024.
F2 Reflects the right to receive shares of the Issuer's common stock pursuant to the Business Combination Agreement, as defined below. The Reporting Person is entitled to receive the Earn-Out Shares 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 (as defined below), 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. Pursuant to the Agreement and Plan of Merger, dated as of November 10, 2021, as amended (the "Merger Agreement"), (Continued in footnote 3)
F3 (Continued from footnote 2) 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"), the Issuer acquired Old Presto (the "Business Combination"). Pursuant to the terms of the Merger Agreement, each share of Old Presto common stock, option or restricted stock unit, as applicable, outstanding immediately prior to the closing of the Business Combination was entitled to receive 0.8099 shares of Issuer common stock, option, or restricted stock unit, respectively, and certain earnout shares ("Earn-Out Shares"). The Business Combination closed on September 21, 2022 (the "Closing Date").

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney