Ilya Golubovich - Feb 17, 2023 Form 4 Insider Report for Presto Automation Inc. (PRST)

Role: Director
Signature: /s/ Ilya Golubovich
Stock symbol: PRST
Transactions as of: Feb 17, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/10/2023, 06:43 PM
Previous filing: Oct 3, 2022
Next filing: Jun 2, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PRST	Common Stock	Award	$0	+34.9K		$0.00	34.9K	Feb 17, 2023	Direct	F1
holding	PRST	Common stock						4.43M	Feb 17, 2023	By I2BF Global Investments LTD	F2

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						1.25M	Feb 17, 2023	Common Stock	1.25M		I2BF Global Investment LTD.	F3, F4

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

Explanation of Responses:

Id	Content
F1	Represents restricted stock units (RSUs).
F2	I2BF Global Investment Ltd. ("I2BF Global") directly owns the 4,429,505 shares reported. The Reporting Person is the sole director of I2BF Global, and may be deemed to beneficially own the shares held directly by I2BF Global.
F3	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 4)
F4	(Continued from footnote 3) 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").