Toast, Inc. — Director's Dealing 2022

Feb 7, 2022

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Toast, Inc. (TOST)
CIK: 0001650164
Period of Report: 2022-01-28

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

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1684674	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (21536615)		Indirect
Class B Common Stock	$		Class A Common Stock (2040000)		Indirect
Class B Common Stock	$		Class A Common Stock (510000)		Indirect
Class B Common Stock	$		Class A Common Stock (510000)		Indirect
Stock Option (Right to Buy)	$1.514	2029-02-08	Class B Common Stock (1425000)		Direct
Stock Option (Right to Buy)	$15.264	2031-03-22	Class B Common Stock (75000)		Direct
Restricted Stock Units	$		Class B Common Stock (25000)		Direct

Footnotes

F1: Shares held by The Jonathan M. Grimm Trust.

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 Jonathan M. Grimm 2020 Grantor Retained Annuity Trust.

F4: Shares held by The Grimm Children GST-Exempt Irrevocable Trust FBO Grayson Grimm.

F5: Shares held by The Grimm Children GST-Exempt Irrevocable Trust FBO Lily Grimm.

F6: The shares subject to this option are fully vested and exercisable as of the date hereof.

F7: The shares subject to this option shall vest in twenty equal quarterly installments over five years following March 22, 2021.

F8: The Restricted Stock Units ("RSUs") shall vest as follows: 25% shall vest on April 1, 2022, with the remainder vesting in equal quarterly installments over the following three years.

F9: The RSUs convert into Class B Common Stock on a one-for-one basis upon vesting and settlement.