Toast, Inc. — Director's Dealing 2021

Sep 22, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: Comparato Christopher P (Director, Chief Executive Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2659840	Direct
Common Stock	7742420	Indirect
Common Stock	200000	Indirect
Common Stock	200000	Indirect
Common Stock	200000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$1.52	2029-02-08	Common Stock (665160)		Direct
Stock Option (Right to Buy)	$1.52	2029-02-08	Common Stock (1425000)		Direct
Stock Option (Right to Buy)	$15.27	2031-03-22	Common Stock (150000)		Direct
Restricted Stock Units	$	2028-03-22	Common Stock (50000)		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 Comparato Family Holdings Trust dated July 27, 2018.

F3: Shares held by the CEC Irrevocable Trust.

F4: Shares held by the EAC Irrevocable Trust.

F5: Shares held by the SCC Irrevocable Trust.

F6: 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.

F7: The shares subject to this option based on the attainment of certain market-based performance criteria.

F8: The shares subject to this option shall vest in twenty equal quarterly installments over five years following March 22, 2021.

F9: The Restricted Stock Units ("RSUs") shall vest as follows: 25% on April 1, 2022, with the remainder vesting in equal quarterly installments over the following three years, contingent upon completion of the Issuer's initial public offering.

F10: RSUs convert into Class B Common Stock on a one-for-one basis upon vesting and settlement.