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 |
|
1. Name and Address of Reporting Person*
(Street)
|
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)
|
5. If Amendment, Date of Original Filed
(Month/Day/Year) |
||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
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 | |
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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |