Sec Form 3/A Filing - Casanova Xavier @ Presto Automation Inc. - 2023-03-24

FORM 3/A 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Casanova Xavier 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 EXECUTIVE OFFICER (Last) (First) (Middle) 985 INDUSTRIAL ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/24/2023 (Street) SAN CARLOS, CA94070 4. If Amendment, Date Original Filed (MM/DD/YY) 07/21/2023 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 409,287 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 Earn-Out Shares ( 2 ) ( 3 ) ( 4 ) 09/21/2022 09/21/2027 Common Stock 49,565 ( 1 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Casanova Xavier 985 INDUSTRIAL ROAD SAN CARLOS, CA94070 CHIEF EXECUTIVE OFFICER Signatures /s/ Xavier Casanova 10/24/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes: (i) 235,811 restricted stock units ("RSUs") granted on February 17, 2023, that vest 25% on July 25, 2023, with the remainder vesting in 25% increments annually through July 25, 2026, and (ii) 173,476 RSUs granted on July 25, 2022, that vest 25% on July 18, 2023, with the remainder vesting in 25% increments annually through July 18, 2026. Each RSU represents the right to receive one share of PRST common stock upon vesting. ( 2 )This amendment to the Form 3 originally filed on July 21, 2023 (the "Original Form 3") is being filed solely to include the 49,565 Earn-Out Shares held by the Reporting Person that were inadvertently omitted from the Original Form 3. ( 3 )These Earn-Out Shares 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 VentouxMerger 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 earnoutshares ("Earn-out Shares"). The Business Combination closed on September 21, 2022 (the "Closing Date"). ( 4 )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 stockequals or exceeds $15.00 over 20 trading days within any 30 trading day period on or before the fifth anniversary of the Closing 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.