Xavier Casanova - Mar 24, 2023 Form 3/A - Amendment Insider Report for Presto Automation Inc. (PRST)

Role: CHIEF EXECUTIVE OFFICER
Signature: /s/ Xavier Casanova
Stock symbol: PRST
Transactions as of: Mar 24, 2023
Transactions value $: $0
Form type: 3/A - Amendment
Date filed: 10/24/2023, 05:46 PM
Date Of Original Report: Jul 21, 2023
Next filing: Jul 21, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	PRST	Common Stock						409K	Mar 24, 2023	Direct

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							Mar 24, 2023	Common Stock	49.6K		Direct	F1, F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	Includes: (i) 235,811 restricted stock units ("RSUs") granted on February 17, 2023, that vest 25% on July 25, 2023, with the remainder vesting in 25% increments annually through July 25, 2026, and (ii) 173,476 RSUs granted on July 25, 2022, that vest 25% on July 18, 2023, with the remainder vesting in 25% increments annually through July 18, 2026. Each RSU represents the right to receive one share of PRST common stock upon vesting.
F2	This amendment to the Form 3 originally filed on July 21, 2023 (the "Original Form 3") is being filed solely to include the 49,565 Earn-Out Shares held by the Reporting Person that were inadvertently omitted from the Original Form 3.
F3	These Earn-Out Shares 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").
F4	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.