SEC FORM 3

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^*

Hoffman-Flynt Katherine

(Last)

(First)

(Middle)

985 INDUSTRIAL ROAD

(Street)

SAN CARLOS

94070

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/29/2023

3. Issuer Name and Ticker or Trading Symbol
Presto Automation Inc. [ PRST ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

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, par value $0.0001 per share	46,952⁽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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)	⁽²⁾	09/21/2029	Stock Options	20,249	$0.42	D
Stock Option (right to buy)	⁽³⁾	12/16/2030	Stock Options	8,099	$1.44	D
Stock Option (right to buy)	⁽⁴⁾	09/15/2031	Stock Options	16,198	$4.73	D

Explanation of Responses:

1. Represents shares of common stock, par value $0.0001 per share ("Common Stock"), including (i) 12,959 shares of Common Stock underlying restricted stock units ("RSUs") pursuant to an RSU grant of 16,198 shares of Common Stock to the reporting person on July 25, 2022 pursuant to the Issuer's 2018 Equity Incentive Plan that vest in equal installments on the annual anniversary of the grant date for a period of five years, subject to the reporting person's continued employment and (ii) 32,000 shares of Common Stock underlying RSUs granted to the reporting person on September 13, 2023 pursuant to the Issuer's 2022 Incentive Award Plan that vest in equal installments on the annual anniversary of the grant date for a period of four years, subject to the reporting person's continued employment. Each RSU represents the right to receive one share of Common Stock upon vesting.

2. Stock option was granted to the reporting person on September 22, 2019 under the Issuer's 2018 Equity Incentive Plan. Twenty five percent (25%) of the shares subject to the stock option vested on September 22, 2020 and the remaining shares subject to the option vest in equal installments on the annual anniversary of the grant date for a period of five years, subject to continued service though each such vesting date.

3. Stock option was granted to the reporting person on December 17, 2020 under the Issuer's 2018 Equity Incentive Plan. The shares subject to the option vest in equal installments on the annual anniversary of the grant date for a period of five years, subject to continued service though each such vesting date.

4. Stock option was granted to the reporting person on September 16, 2021 under the Issuer's 2018 Equity Incentive Plan. The shares subject to the stock option vest in equal installments on the annual anniversary of the grant date for a period of five years, subject to continued service though each such vesting date.

Remarks:

Exhibit 24.1, Power of Attorney

	/s/ Susan Shinoff, by power of attorney	12/08/2023
	** 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.