Gail Zauder Form 3 Presto Automation / Gail Zauder 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^*

Zauder Gail

(Last) (First) (Middle)

985 INDUSTRIAL ROAD, SUITE 205

(Street)

SAN CARLOS CA 94070

(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)

X	Director	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)

X	Form filed by One Reporting Person
	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	60,744(1)	D

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	(2)(3)	09/21/2027	Common Stock	17,375	(2)(3)	D

Explanation of Responses:

1. Includes restricted stock units that vest in equal monthly installments through October 15, 2024.

2. 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)

3. (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

	/s/ Stephen Perry, as attorney-in-fact	10/03/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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