SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Lynch Brad

(Last)

(First)

(Middle)

2309 BERING DR

(Street)

SAN JOSE

95131

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Peraso Inc. [ PRSO ]

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

3. Date of Earliest Transaction (Month/Day/Year)
12/17/2021

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$2.59	12/17/2021		A⁽¹⁾		9,047		⁽²⁾	12/29/2025	Common Stock	9,047	⁽¹⁾	9,047	D
Stock Option (right to buy)	$2.59	12/17/2021		A⁽¹⁾		174,573		⁽³⁾	09/17/2030	Common Stock	174,573	⁽¹⁾	174,573	D
Stock Option (right to buy)	$2.59	12/17/2021		A⁽¹⁾		65,759		⁽³⁾	12/16/2031	Common Stock	65,759	⁽¹⁾	65,759	D
Exchangeable Shares of 2864555 Ontario Inc.	⁽⁴⁾	12/17/2021		A⁽¹⁾⁽⁵⁾		24,904		⁽⁴⁾	12/17/2031	Common Stock	24,904	⁽¹⁾	24,904	D

Explanation of Responses:

1. The reporting person acquired these securities on December 17, 2021, as consideration for the reporting person's securities of Peraso Technologies Inc., which Peraso Inc. (formerly known as MoSys, Inc.) acquired by way of reverse takeover pursuant to the Arrangement Agreement (together with the entirety of ancillary documents thereto - the "Agreement") dated as of September 14, 2021.

2. 100% of the Options were fully vested on September 17, 2021.

3. 25% of the Options vest on first anniversary of date of grant, September 17, 2020; and 6.25% of the Options vest on the first day of each calendar quarter following September 17, 2021.

4. Exchangeable Shares are immediately exchangeable for shares of Common Stock on a 1-to-1 ratio.

5. The Agreement additionally provides that following the first anniversary of the Effective Time (as defined in the Agreement) the reporting person may receive from escrow up to 3,518 Exchangeable Shares of 2864555 Ontario Inc., subject to certain terms and conditions, including a requirement as to the volume weighted average price of the Common Stock of Peraso Inc. Such shares are included herein.

Remarks:

	/s/ James Sullivan, Attorney-in-fact	12/21/2021
	** 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 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).
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