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: Elworthy Brian R (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-24	Common Stock	J	428930	—	Disposed	0	Direct
2021-09-24	Common Stock	J	109175	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-24	Class B Common Stock	$	J	428930	Acquired		Class A Common Stock (428930)	Direct
2021-09-24	Class B Common Stock	$	J	109175	Acquired		Class A Common Stock (109175)	Indirect
2021-09-24	Stock Option (Right to Buy)	$1.52	J	375000	Disposed	2029-02-08	Common Stock (375000)	Direct
2021-09-24	Stock Option (Right to Buy)	$1.52	J	375000	Acquired	2029-02-08	Class B Common Stock (375000)	Direct
2021-09-24	Stock Option (Right to Buy)	$2.21	J	450000	Disposed	2030-04-21	Common Stock (450000)	Direct
2021-09-24	Stock Option (Right to Buy)	$2.21	J	450000	Acquired	2030-04-21	Class B Common Stock (450000)	Direct
2021-09-24	Stock Option (Right to Buy)	$20.95	J	60000	Disposed	2031-06-02	Common Stock (60000)	Direct
2021-09-24	Stock Option (Right to Buy)	$20.95	J	60000	Acquired	2031-06-02	Class B Common Stock (60000)	Direct
2021-09-24	Restricted Stock Units	$	J	20000	Disposed	2028-06-02	Common Stock (20000)	Direct
2021-09-24	Restricted Stock Units	$	J	20000	Acquired	2028-06-02	Class B Common Stock (20000)	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 Brian R. Elworthy Grantor Retained Annuity Trust of 2019.

F4: The shares subject to this option shall vest in twenty equal quarterly installments over five years following July 1, 2018.

F5: The shares subject to this option shall vest in twenty equal quarterly installments over five years following April 21, 2020.

F6: The shares subject to this option shall vest in twenty equal quarterly installments over five years following June 2, 2021.

F7: The Restricted Stock Units ("RSUs") convert into Class B Common Stock on a one-for-one basis upon vesting and settlement.

F8: The RSUs shall vest as follows: 25% on July 1, 2022, with the remainder vesting in equal quarterly installments over the following three years.