Bessemer Venture Partners IX L.P. - Sep 21, 2021 Form 3 Insider Report for Toast, Inc. (TOST)

Role: 10%+ Owner
Signature: /s/ Scott Ring, General Counsel, Deer IX & Co. Ltd., the General Partner of Deer IX & Co. L.P., the General Partner of Bessemer Venture Partners IX L.P.
Stock symbol: TOST
Transactions as of: Sep 21, 2021
Transactions value $: $0
Form type: 3
Date filed: 9/21/2021, 08:21 PM
Previous filing: Sep 13, 2021
Next filing: Sep 27, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	TOST	Common Stock						4.87M	Sep 21, 2021	See footnotes	F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	TOST	Series B Preferred Stock							Sep 21, 2021	Common Stock	41.3M		See footnotes	F1, F3, F5, F6
holding	TOST	Series C Preferred Stock							Sep 21, 2021	Common Stock	2.9M		See footnotes	F1, F3, F5, F7
holding	TOST	Series D Preferred Stock							Sep 21, 2021	Common Stock	2.55M		See footnotes	F1, F3, F5, F8
holding	TOST	Series E Preferred Stock							Sep 21, 2021	Common Stock	293K		See footnotes	F1, F3, F5, F9
holding	TOST	Series F Preferred Stock							Sep 21, 2021	Common Stock	7.7M		See footnotes	F1, F3, F4, F5, F10

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Immediately prior to the completion of the Issuer's initial public offering, each share of Issuer common stock ("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	As of the date hereof, Bessemer Venture Partners IX L.P. ("Bessemer IX"), Bessemer Venture Partners IX Institutional L.P. ("Bessemer Institutional" and together with Bessemer IX, the "Bessemer IX Funds"), 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") own 2,704,780 shares of Common Stock, 2,166,945 shares of Common Stock, 0 shares of Common Stock and 0 shares of Common Stock, respectively.
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 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	Each share of the Issuer's Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock will automatically convert into shares of Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date.
F6	As of the date hereof, Bessemer IX and Bessemer Institutional own Series B Preferred Stock that is convertible into 22,920,735 shares of Common Stock and 18,363,010 shares of Common Stock, respectively.
F7	As of the date hereof, Bessemer IX and Bessemer Institutional own Series C Preferred Stock that is convertible into 1,612,415 shares of Common Stock and 1,291,790 shares of Common Stock, respectively.
F8	As of the date hereof, Bessemer IX and Bessemer Institutional own Series D Preferred Stock that is convertible into 1,416,375 shares of Common Stock and 1,134,730 shares of Common Stock, respectively.
F9	As of the date hereof, Bessemer IX and Bessemer Institutional own Series E Preferred Stock that is convertible into 162,695 shares of Common Stock and 130,345 shares of Common Stock, respectively.
F10	As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional own Series F Preferred Stock that is convertible into 1,832,360 shares of Common Stock, 1,468,000 shares of Common Stock, 3,798,490 shares of Common Stock and 601,985 shares of Common Stock, respectively.