FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Peraso Inc. [ PRSO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/17/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 12/21/2021 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 12/17/2021 | A(1)(2) | 9,127 | A | (1) | 16,477(3) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $1.73 | 12/17/2021 | A(1) | 13,571 | (4) | 11/17/2014 | Common Stock | 13,571 | (1) | 13,571 | D | ||||
Stock Option (right to buy) | $2.59 | 12/17/2021 | A(1) | 13,571 | (5) | 06/09/2027 | Common Stock | 13,571 | (1) | 13,571 | D | ||||
Stock Option (right to buy) | $2.59 | 12/17/2021 | A(1) | 166,656 | (6) | 09/17/2030 | Common Stock | 166,656 | (1) | 166,656 | D | ||||
Stock Option (right to buy) | $2.59 | 12/17/2021 | A(1) | 65,759 | (6) | 12/16/2031 | Common Stock | 65,759 | (1) | 65,759 | D |
Explanation of Responses: |
1. The reporting person acquired these securities on December 17, 2021, as consideration for the reporting person's securities of Peraso Technologies Inc., which Peraso Inc. (formerly known as MoSys, Inc.) acquired by way of reverse takeover pursuant to the Arrangement Agreement (together with the entirety of ancillary documents thereto - the "Agreement") dated as of September 14, 2021. |
2. The Agreement additionally provides that following the first anniversary of the Effective Time (as defined in the Agreement) the reporting person may receive from escrow up to 1,289 shares of Common Stock, subject to certain terms and conditions, including a requirement as to the volume weighted average price of the Common Stock of Peraso Inc. Such shares are included herein. |
3. This amendment is being filed to correct an inadvertent exclusion of 7,350 shares of common stock of Peraso Inc. that were owned by the reporting person prior to the applicable transaction date. |
4. 100% of the Options were fully vested on November 17, 2018. |
5. 100% of the Options were fully vested on September 17, 2021. |
6. 25% of the Options vest on first anniversary of date of grant, September 17, 2020; and 6.25% of the Options vest on the first day of each calendar quarter following September 17, 2021. |
Remarks: |
/s/ James Sullivan, Attorney-in-fact | 02/25/2022 | |
** 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 4 (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. |