FORM 4
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Healey William Robert
  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 TECHNOLOGY OFFICER
(Last)
(First)
(Middle)
985 INDUSTRIAL ROAD, SUITE 205		 3. Date of Earliest Transaction (Month/Day/Year)
04/25/2024
(Street)

SAN CARLOS, CA 94070		 4. If Amendment, Date 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
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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, $0.0001 par value ("Common Stock") 04/25/2024   A   100,000 (1) A $ 0 172,246 D  
Common Stock 05/23/2024   S   20,553 (2) D $ 0.176 (3) 151,693 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (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 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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Healey William Robert
985 INDUSTRIAL ROAD, SUITE 205
SAN CARLOS, CA 94070		       CHIEF TECHNOLOGY OFFICER  

Signatures

 /s/ Susan Shinoff, Attorney-in-Fact   05/29/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents shares of Common Stock underlying restricted stock units ("RSUs") granted to the reporting person on April 25, 2024 (the "Grant Date") pursuant to the Issuer's 2022 Incentive Award Plan. The RSUs vested 50 percent on the Grant Date and the remaining 50 percent will vest on October 1, 2024, subject to the reporting person's continued employment. Each RSU represents the right to receive one share of Common Stock upon vesting.
(2) The shares reported as disposed herein were granted as RSUs. The disposition of shares is associated with tax obligations of the reporting person associated with the vesting of RSUs.
(3) The price reported reflects the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $0.171 to $0.180, inclusive. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or any security holder of the issuer full information regarding the number of shares at each separate price within the range set forth in this footnote.

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