Sec Form 3 Filing - Hoffman-Flynt Katherine @ Presto Automation Inc. - 2023-11-29

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 2. Issuer Name and Ticker or Trading Symbol Presto Automation Inc. [ PRST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Operating Officer (Last) (First) (Middle) 985 INDUSTRIAL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 11/29/2023 (Street) SAN CARLOS, CA94070 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.0001 per share 46,952 ( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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) $ 0.42 ( 2 ) 09/21/2029 Stock Options 20,249 D Stock Option (right to buy) $ 1.44 ( 3 ) 12/16/2030 Stock Options 8,099 D Stock Option (right to buy) $ 4.73 ( 4 ) 09/15/2031 Stock Options 16,198 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hoffman-Flynt Katherine 985 INDUSTRIAL ROAD SAN CARLOS, CA94070 Chief Operating Officer Signatures /s/ Susan Shinoff, by power of attorney 12/08/2023 Signature of Reporting Person Date

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

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).

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