Toast, Inc. — Director's Dealing 2021

Sep 28, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Toast, Inc. (TOST)
CIK: 0001650164
Period of Report: 2021-09-24

Reporting Person: Bessemer Venture Partners IX L.P. (10% Owner)
Reporting Person: Bessemer Venture Partners IX Institutional L.P. (10% Owner)
Reporting Person: Deer IX & Co. Ltd. (10% Owner)
Reporting Person: Deer IX & Co. L.P. (10% Owner)
Reporting Person: Bessemer Venture Partners Century Fund L.P. (10% Owner)
Reporting Person: Bessemer Venture Partners Century Fund Institutional L.P. (10% Owner)
Reporting Person: Deer X & Co. Ltd. (10% Owner)
Reporting Person: Deer X & Co. L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-24	Common Stock	C	54732930	—	Disposed	59604655	Indirect
2021-09-24	Common Stock	J	59604655	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-24	Series B Preferred Stock	$	C	41283745	Disposed		Common Stock (41283745)	Indirect
2021-09-24	Series C Preferred Stock	$	C	2904205	Disposed		Common Stock (2904205)	Indirect
2021-09-24	Series D Preferred Stock	$	C	2551105	Disposed		Common Stock (2551105)	Indirect
2021-09-24	Series E Preferred Stock	$	C	293040	Disposed		Common Stock (293040)	Indirect
2021-09-24	Series F Preferred Stock	$	C	7700835	Disposed		Common Stock (7700835)	Indirect
2021-09-24	Class B Common Stock	$	J	59604655	Acquired		Class A Common Stock (59604655)	Indirect

Footnotes

F1: Immediately prior to the completion of the Issuer's initial public offering, each share of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (together, the "Preferred Stock") automatically converted into one share of the Issuer's Common Stock. The Preferred Stock had no expiration date.

F2: After giving effect to the reported conversion, Bessemer Venture Partners IX, L.P. ("Bessemer IX"), Bessemer Venture Partners IX Institutional, L.P. ("Bessemer Institutional, and together with Bessemer IX, the "Bessemer IX Funds"), Bessemer Venture Partners Century Fund L.P. ("Bessemer Century") and Bessemer Venture Partners Century Fund Institutional L.P. ("Bessemer Century Institutional", and together with Bessemer Century, the "Bessemer Century Funds") own 30,649,360 shares of Common Stock, 24,554,820 shares of Common Stock, 3,798,490 shares of Common Stock and 601,985 shares of Common Stock, respectively.

F3: As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional each own 0 shares of Common Stock.

F4: Deer IX & Co. Ltd. ("Deer IX Ltd.") is the general partner of Deer IX & Co. L.P. ("Deer IX L.P."), which is the general partner of each of the Bessemer IX Funds. Deer IX Ltd. and Deer IX L.P. disclaim beneficial ownership of the securities held by the Bessemer IX Funds, and this report shall not be deemed an admission that Deer IX Ltd. and Deer IX L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Bessemer IX Funds.

F5: Deer X & Co. Ltd. ("Deer X Ltd.") is the general partner of Deer X & Co. L.P. ("Deer X L.P."), which is the general partner of each of the Bessemer Century Funds. Deer X Ltd. and Deer X L.P. disclaim beneficial ownership of the securities held by the Bessemer Century Funds, and this report shall not be deemed an admission that Deer X Ltd. and Deer X L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Bessemer Century Funds.

F6: Immediately prior to the completion of the Issuer's initial public offering and following the conversion of each series of the Issuer's Preferred Stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

F7: Each outstanding share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder or automatically upon the occurrence of other events set forth in the Issuer's certificate of incorporation.

F8: Prior to the conversion, Bessemer IX and Bessemer Insitutional owned 22,920,735 shares of Series B Preferred Stock and 18,363,010 shares of Series B Preferred Stock, respectively. As of the date hereof, Bessemer IX and Bessemer Institutional each own 0 shares of Series B Preferred Stock.

F9: Prior to the conversion, Bessemer IX and Bessemer Insitutional owned 1,612,415 shares of Series C Preferred Stock and 1,291,790 shares of Series C Preferred Stock, respectively. As of the date hereof, Bessemer IX and Bessemer Institutional each own 0 shares of Series C Preferred Stock.

F10: Prior to the conversion, Bessemer IX and Bessemer Insitutional owned 1,416,375 shares of Series D Preferred Stock and 1,134,730 shares of Series D Preferred Stock, respectively. As of the date hereof, Bessemer IX and Bessemer Institutional each own 0 shares of Series D Preferred Stock.

F11: Prior to the conversion, Bessemer IX and Bessemer Insitutional owned 162,695 shares of Series E Preferred Stock and 130,345 shares of Series E Preferred Stock, respectively. As of the date hereof, Bessemer IX and Bessemer Institutional each own 0 shares of Series E Preferred Stock.

F12: Prior to the conversion, Bessemer IX, Bessemer Insitutional, Bessemer Century and Bessemer Century Institutional owned 1,832,360 shares of Series F Preferred Stock, 1,468,000 shares of Series F Preferred Stock, 3,798,490 shares of Series F Preferred Stock and 601,985 shares of Series F Preferred Stock, respectively. As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional each own 0 shares of Series F Preferred Stock.

F13: As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional own 30,649,360 shares of Class B Common Stock, 24,554,820 shares of Class B Common Stock, 3,798,490 shares of Class B Common Stock, and 601,985 shares of Class B Common Stock, respectively.