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: Narang Aman (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-24	Common Stock	J	23772840	—	Disposed	0	Direct
2021-09-24	Common Stock	J	200000	—	Disposed	0	Indirect
2021-09-24	Common Stock	J	93675	—	Disposed	0	Indirect
2021-09-24	Common Stock	J	65665	—	Disposed	0	Indirect
2021-09-24	Common Stock	J	65665	—	Disposed	0	Indirect
2021-09-24	Common Stock	J	17735	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-24	Class B Common Stock	$	J	23772840	Acquired		Class A Common Stock (23772840)	Direct
2021-09-24	Class B Common Stock	$	J	200000	Acquired		Class A Common Stock (200000)	Indirect
2021-09-24	Class B Common Stock	$	J	93675	Acquired		Class A Common Stock (93675)	Indirect
2021-09-24	Class B Common Stock	$	J	65665	Acquired		Class A Common Stock (65665)	Indirect
2021-09-24	Class B Common Stock	$	J	65665	Acquired		Class A Common Stock (65665)	Indirect
2021-09-24	Class B Common Stock	$	J	17735	Acquired		Class A Common Stock (17735)	Indirect
2021-09-24	Stock Option (Right to Buy)	$1.52	J	1662500	Disposed	2029-02-08	Common Stock (1662500)	Direct
2021-09-24	Stock Option (Right to Buy)	$1.52	J	1662500	Acquired	2029-02-08	Class B Common Stock (1662500)	Direct
2021-09-24	Stock Option (Right to Buy)	$1.52	J	1425000	Disposed	2029-02-08	Common Stock (1425000)	Direct
2021-09-24	Stock Option (Right to Buy)	$1.52	J	1425000	Acquired	2029-02-08	Class B Common Stock (1425000)	Direct
2021-09-24	Stock Option (Right to Buy)	$15.27	J	75000	Disposed	2031-03-22	Common Stock (75000)	Direct
2021-09-24	Stock Option (Right to Buy)	$15.27	J	75000	Acquired	2031-03-22	Class B Common Stock (75000)	Direct
2021-09-24	Restricted Stock Units	$	J	25000	Disposed	2028-03-22	Common Stock (25000)	Direct
2021-09-24	Restricted Stock Units	$	J	25000	Acquired	2028-03-22	Class B Common Stock (25000)	Direct

Footnotes

F1: Immediately prior to the completion of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.

F2: 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.

F3: Shares held by the Narang Family Irrevocable Trust FBO Fitzgerald Family.

F4: Shares held by the Narang Family Irrevocable Trust FBO Varun Narang.

F5: Shares held by the Narang Family Irrevocable Trust FBO Lia Narang.

F6: Shares held by the Narang Family Irrevocable Trust FBO Noah Narang.

F7: Shares held by the Narang Family Irrevocable Trust FBO Vijay and Madhu Narang.

F8: The option was originally granted for 3,325,000 shares, of which 1,662,500 shares were early exercised. The shares subject to this option vest as follows: 207,810 shares vest on October 1, 2021, 207,815 shares vest on January 1, 2022, 207,810 shares vest on April 1, 2022, 207,815 shares vest on July 1, 2022, 207,810 shares vest on October 1, 2022, 207,815 shares vest on January 1, 2023, 207,810 shares vest on April 1, 2023, and 207,815 shares vest on July 1, 2023.

F9: The shares subject to this option are fully vested and exercisable as of the date hereof.

F10: The shares subject to this option shall vest in twenty equal quarterly installments over five years following March 22, 2021.

F11: The Restricted Stock Units ("RSUs") convert into Class B Common Stock on a one-for-one basis upon vesting and settlement.

F12: The RSUs shall vest as follows: 25% on April 1, 2022, with the remainder vesting in equal quarterly installments over the following three years.