Christopher P. Comparato - 21 Sep 2021 Form 3 Insider Report for Toast, Inc. (TOST)

Role
Chief Executive Officer, Director
Signature
/s/ Brian R. Elworthy, as Attorney-in-Fact
Issuer symbol
TOST
Transactions as of
21 Sep 2021
Net transactions value
$0
Form type
3
Filing time
21 Sep 2021, 20:30:53 UTC
Next filing
27 Sep 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding TOST Common Stock 2,659,840 21 Sep 2021 Direct F1
holding TOST Common Stock 7,742,420 21 Sep 2021 See footnote F1, F2
holding TOST Common Stock 200,000 21 Sep 2021 See footnote F1, F3
holding TOST Common Stock 200,000 21 Sep 2021 See footnote F1, F4
holding TOST Common Stock 200,000 21 Sep 2021 See footnote F1, F5

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 Stock Option (Right to Buy) 21 Sep 2021 Common Stock 665,160 $1.52 Direct F1, F6
holding TOST Stock Option (Right to Buy) 21 Sep 2021 Common Stock 1,425,000 $1.52 Direct F1, F7
holding TOST Stock Option (Right to Buy) 21 Sep 2021 Common Stock 150,000 $15.27 Direct F1, F8
holding TOST Restricted Stock Units 21 Sep 2021 Common Stock 50,000 Direct F1, F9, 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 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.

Remarks:

Exhibit 24 - Power of Attorney