Toast, Inc. — Director's Dealing 2022

Mar 7, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Toast, Inc. (TOST)
CIK: 0001650164
Period of Report: 2022-03-03

Reporting Person: Grimm Jonathan (Chief Technology Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-03	Class A Common Stock	C	1400000	—	Acquired	3084674	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-03	Class B Common Stock	$	C	1400000	Disposed		Class A Common Stock (1400000)	Indirect
2022-03-03	Restricted Stock Units	$	J	25000	Disposed		Class B Common Stock (25000)	Direct
2022-03-03	Restricted Stock Units	$	J	25000	Acquired		Class A Common Stock (25000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (2040000)	2040000	Indirect
Class B Common Stock	$		Class A Common Stock (510000)	510000	Indirect
Class B Common Stock	$		Class A Common Stock (510000)	510000	Indirect

Footnotes

F1: Reflects the voluntary conversion of Class B Common Stock into Class A Common Stock on a one-for-one basis.

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: In connection with the voluntary conversion described in footnote 1, the outstanding Restricted Stock Units ("RSUs") convertible into Class B Common Stock remain unchanged, except that the RSUs are now convertible into Class A Common Stock upon vesting and settlement.

F4: The RSUs shall vest as follows: 25% on April 1, 2022, with the remainder vesting in equal quarterly installments over the following three years.