Toast, Inc. — Director's Dealing 2021

Sep 28, 2021

SEC Form 3/A — Form 3/A

Issuer: Toast, Inc. (TOST)
CIK: 0001650164
Period of Report: 2021-09-21

Reporting Person: Elworthy Brian R (General Counsel)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	428930	Direct
Common Stock	109175	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$1.52	2029-02-08	Common Stock (375000)		Direct
Stock Option (Right to Buy)	$2.21	2030-04-21	Common Stock (450000)		Direct
Stock Option (Right to Buy)	$20.95	2031-06-02	Common Stock (60000)		Direct
Restricted Stock Units	$	2028-06-02	Common Stock (20000)		Direct

Footnotes

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

F2: Shares held by the Brian R. Elworthy Grantor Retained Annuity Trust of 2019.

F3: The shares subject to this option shall vest in twenty equal quarterly installments over five years following July 1, 2018.

F4: The shares subject to this option shall vest in twenty equal quarterly installments over five years following April 21, 2020.

F5: The shares subject to this option shall vest in twenty equal quarterly installments over five years following June 2, 2021.

F6: The Restricted Stock Units ("RSUs") shall vest as follows: 25% shall vest on July 1, 2022, with the remainder vesting in equal quarterly installments over the following three years, contingent upon the closing of the issuer's initial public offering.

F7: RSUs convert into Class B Common Stock on a one-for-one basis upon vesting and settlement.