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* Gupta Krishna K. (Last) (First) (Middle) C/O PRESTO AUTOMATION INC. 985 INDUSTRIAL ROAD (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 X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 10/03/2022
			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	1,200,000(1)	D
Common Stock	239,399	I	By Romulus Capital I, L.P.(2)
Common Stock	3,608,384	I	By Romulus Capital II, L.P.(3)
Common Stock	8,225,642	I	By Romulus Capital III, L.P.(4)
Common Stock	159,209	I	By Romulus ELC B3 Special Opportunity, L.P.(5)
Common Stock	638,076	I	By Zaffran Special Opportunities LLC(6)
Common Stock	279,680	I	By KKG Enterprises LLC(7)

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	(8)	(8)	Common Stock	70,052	(8)	I	By Romulus Capital I, L.P.(2)
Earn-Out Shares	(8)	(8)	Common Stock	1,055,865	(8)	I	By Romulus Capital II, L.P.(3)
Earn-Out Shares	(8)	(8)	Common Stock	2,322,335	(8)	I	By Romulus Capital III, L.P.(4)
Earn-Out Shares	(8)	(8)	Common Stock	46,587	(8)	I	By Romulus ELC B3 Special Opportunity, L.P.(5)
Earn-Out Shares	(8)	(8)	Common Stock	186,710	(8)	I	By Zaffran Special Opportunities LLC(6)
Earn-Out Shares	(8)	(8)	Common Stock	80,000	(8)	I	By KKG Enterprises LLC(7)

Explanation of Responses:

1. Represents a grant of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's common stock, $0.0001 par value per share (the "Common Stock"). The RSUs shall vest as follows 33.33% of the RSUs shall vest on September 30, 2022, an additional 56.67% shall vest in equal monthly installments on the last day of each month during the subsequent 23-month period, and the remaining 10% shall vest on September 21, 2025, subject to the Reporting Person's continued service on each such vesting date.

2. 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. The Reporting Person is one of two managing members of Palatine Hill, and disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that the 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").

3. 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. The Reporting Person is one of two managing members of Romulus II GP, and disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that the 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 Capital III, L.P. ("Romulus III"). Romulus II GP is the general partner of Romulus III. The Reporting Person is one of two managing members of Romulus II GP, and disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that the 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 Romulus ELC B3 Special Opportunity, L.P. ("Romulus ELC"). Romulus II GP is the general partner of Romulus ELC. The Reporting Person is one of two managing members of Romulus II GP, and disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that the 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 Zaffran Special Opportunities LLC ("Zaffran"). The Reporting Person is the sole general partner of Zaffran, and disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission that the Reporting Person is a beneficial owner of the securities reported in this filing for purposes of Section 16 of the Exchange Act.

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

8. Each Earn-Out Share represents a contingent right to receive one share of 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:

This Amendment on Form 3/A amends and restates the Form 3 originally filed by the Reporting Person on October 3, 2022 in its entirety to correct the number of shares of Common Stock owned by each of Romulus I, Romulus II, Romulus III, Romulus ELC and Zaffran.

	/s/ Krishna K. Gupta	11/28/2022
	** Signature of Reporting Person	Date
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