Sec Form 4 Filing - Tomkins Alex @ Peraso Inc. - 2021-12-17

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 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 Tomkins Alex 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 Technology Officer (Last) (First) (Middle) 2309 BERING DR 3. Date of Earliest Transaction (MM/DD/YY) 12/17/2021 (Street) SAN JOSE, CA95131 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 12/17/2021 A( 1 )( 2 ) 9,127 A 9,127 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) $ 1.73 12/17/2021 A( 1 ) 13,571 ( 3 ) 11/17/2014 Common Stock 13,571 ( 1 )< /span> 13,571 D Stock Option (right to buy) $ 2.59 12/17/2021 A( 1 ) 13,571 ( 4 ) 06/09/2027 Common Stock 13,571 ( 1 ) 13,571 D Stock Option (right to buy) $ 2.59 12/17/2021 A( 1 ) 166,656 ( 5 ) 09/17/2030 Common Stock 166,656 ( 1 ) 166,656 D Stock Option (right to buy) $ 2.59 12/17/2021 A( 1 ) 65,759 ( 5 ) 12/16/2031 Common Stock 65,759 ( 1 ) 65,759 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tomkins Alex 2309 BERING DR SAN JOSE, CA95131 Chief Technology Officer Signatures /s/ James Sullivan, Attorney-in-fact 12/21/2021 Signature of Reporting Person Date

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 )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 1,289 shares of Common Stock, 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. ( 3 )100% of the Options were fully vested on November 17, 2018. ( 4 )100% of the Options were fully vested on September 17, 2021. ( 5 )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.

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