Rajat Suri - 21 Sep 2022 Form 4/A - Amendment Insider Report for Presto Automation Inc. (PRST)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Stephen Perry, as attorney-in-fact
Issuer symbol: PRST
Transactions as of: 21 Sep 2022
Transactions value $: $100,000
Form type: 4/A - Amendment
Filing time: 03 Oct 2022, 18:36:36 UTC
Date Of Original Report: 23 Sep 2022
Next filing: 30 Jun 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	$100K	+10K	+0.45%	$10.00	2.23M	21 Sep 2022	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	On July 25, 2022, the Issuer (f/k/a Ventoux CCM Acquisition Corp.) entered into amended and restated subscription agreements with certain investors (the "PIPE Investors") pursuant to which the PIPE Investors agreed to purchase shares of the Issuer's common stock for $10.00 per share concurrently with the consummation of the Business Combination (as defined below). As one of the PIPE Investors, on September 21, 2022, the reporting person acquired 10,000 shares of the Issuer's common stock for $10.00 per share. This transaction was inadvertnetly omitted from the transactions reported on the Reporting Person's Form 4 originally filed on September 23, 2022 (the "Original Form 4").
F2	Reflects shares received 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") as reported on the Original Form 4. 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").

Content

On July 25, 2022, the Issuer (f/k/a Ventoux CCM Acquisition Corp.) entered into amended and restated subscription agreements with certain investors (the "PIPE Investors") pursuant to which the PIPE Investors agreed to purchase shares of the Issuer's common stock for $10.00 per share concurrently with the consummation of the Business Combination (as defined below). As one of the PIPE Investors, on September 21, 2022, the reporting person acquired 10,000 shares of the Issuer's common stock for $10.00 per share. This transaction was inadvertnetly omitted from the transactions reported on the Reporting Person's Form 4 originally filed on September 23, 2022 (the "Original Form 4").

Reflects shares received 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") as reported on the Original Form 4. 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").