Toast, Inc. — Director's Dealing 2022

Nov 25, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Toast, Inc. (TOST)
CIK: 0001650164
Period of Report: 2022-11-22

Reporting Person: Bessemer Venture Partners IX L.P. (10% Owner)
Reporting Person: Bessemer Venture Partners IX Institutional L.P. (10% Owner)
Reporting Person: Deer IX & Co. Ltd. (10% Owner)
Reporting Person: Deer IX & Co. L.P. (10% Owner)
Reporting Person: Bessemer Venture Partners Century Fund L.P. (10% Owner)
Reporting Person: Bessemer Venture Partners Century Fund Institutional L.P. (10% Owner)
Reporting Person: Deer X & Co. Ltd. (10% Owner)
Reporting Person: Deer X & Co. L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-11-22	Class A Common Stock	C	460000	$0.00	Acquired	460000	Indirect
2022-11-22	Class A Common Stock	S	460000	$18.09	Disposed	0	Indirect
2022-11-23	Class A Common Stock	C	4576879	$0.00	Acquired	4576879	Indirect
2022-11-23	Class A Common Stock	S	4576879	$18.01	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-11-22	Class B Common Stock	$	C	460000	Disposed		Class A Common Stock (460000)	Indirect
2022-11-23	Class B Common Stock	$	C	4576879	Disposed		Class A Common Stock (4576879)	Indirect

Footnotes

F1: 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.

F2: Represents 255,392 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX, L.P. ("Bessemer IX"), and 204,608 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX Institutional, L.P. ("Bessemer Institutional", and together with Bessemer IX, the "Bessemer IX Funds").

F3: Deer IX & Co. Ltd. ("Deer IX Ltd.") is the general partner of Deer IX & Co. L.P. ("Deer IX L.P."), which is the general partner of each of the Bessemer IX Funds. Deer IX Ltd. and Deer IX L.P. disclaim beneficial ownership of the securities held by the Bessemer IX Funds, and this report shall not be deemed an admission that Deer IX Ltd. and Deer IX L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Bessemer IX Funds.

F4: Deer X & Co. Ltd. ("Deer X Ltd.") is the general partner of Deer X & Co. L.P. ("Deer X L.P."), which is the general partner of each of Bessemer Venture Partners Century Fund L.P. ("Bessemer Century") and Bessemer Venture Partners Century Fund Institutional L.P. ("Bessemer Century Institutional", and together with Bessemer Century, the "Bessemer Century Funds"). Deer X Ltd. and Deer X L.P. disclaim beneficial ownership of the securities held by the Bessemer Century Funds, and this report shall not be deemed an admission that Deer X Ltd. and Deer X L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Bessemer Century Funds.

F5: On November 22, 2022, Bessemer IX and Bessemer Institutional sold 255,392 shares and 204,608 shares of Class A Common Stock of Toast, Inc., respectively.

F6: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.87 to $18.24, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F7: Represents 2,541,083 shares converted from Class B Common Stock to Class A Common Stock by Bessemer IX, and 2,035,796 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Institutional.

F8: On November 23, 2022, Bessemer IX and Bessemer Institutional sold 2,541,083 shares and 2,035,796 shares of Class A Common Stock of Toast, Inc., respectively.

F9: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.94 to $18.44, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F10: After the transaction reported in footnote 2, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional own 20,758,804 shares of Class B Common Stock, 16,630,975 shares of Class B Common Stock, 601,985 shares of Class B Common Stock, and 3,798,490 shares of Class B Common Stock, respectively.

F11: As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional own 18,217,721 shares of Class B Common Stock, 14,595,179 shares of Class B Common Stock, 601,985 shares of Class B Common Stock, and 3,798,490 shares of Class B Common Stock, respectively.