4//SEC Filing
Golubovich Ilya 4
Accession 0001415889-23-004702
CIK 0001822145other
Filed
Mar 9, 7:00 PM ET
Accepted
Mar 10, 7:43 PM ET
Size
8.9 KB
Accession
0001415889-23-004702
Insider Transaction Report
Form 4
Golubovich Ilya
Director
Transactions
- Award
Common Stock
2023-02-17+34,916→ 34,916 total
Holdings
- 1,252,717(indirect: I2BF Global Investment LTD.)
Earn-Out Shares
Exp: 2027-09-21→ Common Stock (1,252,717 underlying) - 4,429,505(indirect: By I2BF Global Investments LTD)
Common stock
Footnotes (4)
- [F1]Represents restricted stock units (RSUs).
- [F2]I2BF Global Investment Ltd. ("I2BF Global") directly owns the 4,429,505 shares reported. The Reporting Person is the sole director of I2BF Global, and may be deemed to beneficially own the shares held directly by I2BF Global.
- [F3]Reflects the right to receive shares of the Issuer's common stock pursuant to the Business Combination Agreement, as defined below. The Reporting Person is entitled to receive the Earn-Out Shares 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 (as defined below), 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. Pursuant to the Agreement and Plan of Merger, dated as of November 10, 2021, as amended (the "Merger Agreement"), (Continued in footnote 4)
- [F4](Continued from footnote 3) 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"), the Issuer acquired Old Presto (the "Business Combination"). Pursuant to the terms of the Merger Agreement, each share of Old Presto common stock, option or restricted stock unit, as applicable, outstanding immediately prior to the closing of the Business Combination was entitled to receive 0.8099 shares of Issuer common stock, option, or restricted stock unit, respectively, and certain earnout shares ("Earn-Out Shares"). The Business Combination closed on September 21, 2022 (the "Closing Date").
Documents
Issuer
Presto Automation Inc.
CIK 0001822145
Entity typeother
Related Parties
1- filerCIK 0001707104
Filing Metadata
- Form type
- 4
- Filed
- Mar 9, 7:00 PM ET
- Accepted
- Mar 10, 7:43 PM ET
- Size
- 8.9 KB