4/A//SEC Filing
Mosher Dan 4/A
Accession 0001213900-22-060667
CIK 0001822145other
Filed
Sep 29, 8:00 PM ET
Accepted
Sep 30, 4:05 PM ET
Size
7.4 KB
Accession
0001213900-22-060667
Insider Transaction Report
Form 4/AAmended
Mosher Dan
Chief Revenue Officer
Transactions
- Award
Earn-Out Shares
2022-09-21+153,019→ 153,019 totalExp: 2027-09-21→ Common Stock (153,019 underlying)
Footnotes (3)
- [F1]Reflects securities acquired 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"). 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").
- [F2]Upon consummation of the Business Combination, the Reporting Person received the right to acquire shares of the Issuer's common stock 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, 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.
- [F3]On September 23, 2022, a Form 4 was filed that inadvertently reported that 266,822 Earn-Out Shares were acquired. This amendment to Form 4 is being filed to report the correct number of Earn-Out Shares.
Documents
Issuer
Presto Automation Inc.
CIK 0001822145
Entity typeother
Related Parties
1- filerCIK 0001944904
Filing Metadata
- Form type
- 4/A
- Filed
- Sep 29, 8:00 PM ET
- Accepted
- Sep 30, 4:05 PM ET
- Size
- 7.4 KB