Presto Automation (PRST) Form 3 Presto Automation / Neil Chheda ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Romulus Capital Partners II, LLC

(Last) (First) (Middle)

307 HARVARD STREET

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/21/2022

3. Issuer Name and Ticker or Trading Symbol
Presto Automation Inc. [ PRST ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	244,903	I	By Romulus Capital I, L.P.(1)
Common Stock	3,691,313	I	By Romulus Capital II, L.P.(2)
Common Stock	8,118,894	I	By Romulus Capital III, L.P.(3)
Common Stock	162,869	I	By Romulus ELC B3 Special Opportunity, L.P.(4)
Common Stock	652,740	I	By Zaffran Special Opportunities LLC(5)
Common Stock	279,680	I	By KKG Enterprises LLC(6)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Earn-Out Shares	(7)	(7)	Common Stock	70,052	(7)	I	By Romulus Capital I, L.P.(1)
Earn-Out Shares	(7)	(7)	Common Stock	1,055,865	(7)	I	By Romulus Capital II, L.P.(2)
Earn-Out Shares	(7)	(7)	Common Stock	2,322,335	(7)	I	By Romulus Capital III, L.P.(3)
Earn-Out Shares	(7)	(7)	Common Stock	46,587	(7)	I	By Romulus ELC B3 Special Opportunity, L.P.(4)
Earn-Out Shares	(7)	(7)	Common Stock	186,710	(7)	I	By Zaffran Special Opportunities LLC(5)
Earn-Out Shares	(7)	(7)	Common Stock	80,000	(7)	I	By KKG Enterprises LLC(6)

1. Name and Address of Reporting Person^*

Romulus Capital Partners II, LLC

(Last) (First) (Middle)

307 HARVARD STREET

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ROMULUS CAPITAL I LP

(Last) (First) (Middle)

307 HARVARD STREET

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Palatine Hill Ventures GP, LLC

(Last) (First) (Middle)

307 HARVARD STREET

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Romulus Capital II, L.P.

(Last) (First) (Middle)

307 HARVARD STREET

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Romulus Capital III, L.P.

(Last) (First) (Middle)

307 HARVARD STREET

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Romulus ELC B3 Special Opportunity, L.P.

(Last) (First) (Middle)

307 HARVARD STREET

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Zaffran Special Opportunities LLC

(Last) (First) (Middle)

307 HARVARD STREET

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KKG Enterprises LLC

(Last) (First) (Middle)

307 HARVARD STREET

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Chheda Neil

(Last) (First) (Middle)

307 HARVARD STREET

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

Explanation of Responses:

1. The shares are held directly by Romulus Capital I, L.P. ("Romulus I"). Palatine Hill Ventures GP LLC ("Palatine Hill") is the general partner of Romulus I. Neil Chheda and Krishna K. Gupta are the managing members of Palatine Hill. Each Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that any Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

2. The shares are held directly by Romulus Capital II, L.P. ("Romulus II"). Romulus Capital Partners II, LLC ("Romulus II GP") is the general partner of Romulus II. Neil Chheda and Krishna K. Gupta are the managing members of Romulus II GP. Each Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that any Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act.

3. The shares are held directly by Romulus Capital III, L.P. ("Romulus III"). Romulus II GP is the general partner of Romulus III. Neil Chheda and Krishna K. Gupta are the managing members of Romulus II GP. Each Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that any Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act.

4. The shares are held directly by Romulus ELC B3 Special Opportunity, L.P. ("Romulus ELC"). Romulus II GP is the general partner of Romulus ELC. Neil Chheda and Krishna K. Gupta are the managing members of Romulus II GP. Each Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that any Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act.

5. The shares are held directly by Zaffran Special Opportunities LLC ("Zaffran"). Krishna K. Gupta is the sole general partner of Zaffran. Each Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that any Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act.

6. The shares are held directly by KKG Enterprises LLC ("KKG Enterprises"). Krishna K. Gupta is the sole managing member of KKG Enterprises. Each Reporting Person disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that any Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act.

7. Each Earn-Out Share represents a contingent right to receive one share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock"). The Earn-Out Shares shall vest and be released upon the satisfaction of certain share price vesting conditions as follows: one-half of the Earn-Out Shares will be issued if the volume weighted average price ("VWAP") of the Issuer's Common Stock equals or exceeds $12.50 over 20 trading days within any 30 trading day period on or before September 21, 2025, and one-half will be issued if the VWAP of the Issuer's Common Stock equals or exceeds $15.00 over 20 trading days within any 30 trading day period on or before September 21, 2027.

Remarks:

	Romulus Capital Partners II, LLC, By: /s/ Krishna K. Gupta, Managing Member	10/03/2022
	Romulus Capital I, L.P., By: Palatine Hill Ventures GP LLC, General Partner, By: /s/ Krishna K. Gupta, Managing Member	10/03/2022
	Palatine Hill Ventures GP LLC, By: /s/ Krishna K. Gupta, Managing Member	10/03/2022
	Romulus Capital II, L.P., By: Romulus Capital Partners II, LLC, General Partner, By: /s/ Krishna K. Gupta, Managing Member	10/03/2022
	Romulus Capital III, L.P., By: Romulus Capital Partners II, LLC, General Partner, By: /s/ Krishna K. Gupta, Managing Member	10/03/2022
	Romulus ELC B3 Special Opportunity, L.P., By: Romulus Capital Partners II, LLC, General Partner, By: /s/ Krishna K. Gupta, Managing Member	10/03/2022
	Zaffran Special Opportunities LLC, By: /s/ Krishna K. Gupta, General Partner	10/03/2022
	KKG Enterprises LLC, By: /s/ Krishna K. Gupta, Managing Member	10/03/2022
	/s/ Neil Chheda	10/03/2022
	** Signature of Reporting Person	Date
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