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: Comparato Christopher P (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-24	Common Stock	J	2659840	—	Disposed	0	Direct
2021-09-24	Common Stock	J	7742420	—	Disposed	0	Indirect
2021-09-24	Common Stock	J	200000	—	Disposed	0	Indirect
2021-09-24	Common Stock	J	200000	—	Disposed	0	Indirect
2021-09-24	Common Stock	J	200000	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-24	Class B Common Stock	$	J	2659840	Acquired		Class A Common Stock (2659840)	Direct
2021-09-24	Class B Common Stock	$	J	7742420	Acquired		Class A Common Stock (7742420)	Indirect
2021-09-24	Class B Common Stock	$	J	200000	Acquired		Class A Common Stock (200000)	Indirect
2021-09-24	Class B Common Stock	$	J	200000	Acquired		Class A Common Stock (200000)	Indirect
2021-09-24	Class B Common Stock	$	J	200000	Acquired		Class A Common Stock (200000)	Indirect
2021-09-24	Stock Option (Right to Buy)	$1.52	J	665160	Disposed	2029-02-08	Common Stock (665160)	Direct
2021-09-24	Stock Option (Right to Buy)	$1.52	J	665160	Acquired	2029-02-08	Class B Common Stock (665160)	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	150000	Disposed	2031-03-22	Common Stock (150000)	Direct
2021-09-24	Stock Option (Right to Buy)	$15.27	J	150000	Acquired	2031-03-22	Class B Common Stock (150000)	Direct
2021-09-24	Restricted Stock Units	$	J	50000	Disposed	2028-03-22	Common Stock (50000)	Direct
2021-09-24	Restricted Stock Units	$	J	50000	Acquired	2028-03-22	Class B Common Stock (50000)	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 Comparato Family Holdings Trust dated July 27, 2018.

F4: Shares held by the CEC Irrevocable Trust.

F5: Shares held by the EAC Irrevocable Trust.

F6: Shares held by the SCC Irrevocable Trust.

F7: The option was originally granted for 3,325,000 shares, of which 2,659,840 shares were early exercised. The shares subject to this option vests as follows: 41,720 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.

F8: The shares subject to this option are fully vested and exercisable as of the date hereof.

F9: The shares subject to this option shall vest in twenty equal quarterly installments over five years following March 22, 2021.

F10: The Restricted Stock Units ("RSUs") convert into Class B Common Stock on a one-for-one basis upon vesting and settlement.

F11: The RSUs shall vest as follows: 25% on April 1, 2022, with the remainder vesting in equal quarterly installments over the following three years.