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

Role: Chief Executive Officer, Director
Signature: /s/ Brian R. Elworthy, as Attorney-in-Fact
Stock symbol: TOST
Transactions as of: Sep 21, 2021
Transactions value $: $0
Form type: 3
Date filed: 9/21/2021, 08:30 PM
Next filing: Sep 27, 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						2.66M	Sep 21, 2021	Direct	F1
holding	TOST	Common Stock						7.74M	Sep 21, 2021	See footnote	F1, F2
holding	TOST	Common Stock						200K	Sep 21, 2021	See footnote	F1, F3
holding	TOST	Common Stock						200K	Sep 21, 2021	See footnote	F1, F4
holding	TOST	Common Stock						200K	Sep 21, 2021	See footnote	F1, F5

Showing 1 to 5 of 5 entries

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)							Sep 21, 2021	Common Stock	665K	$1.52	Direct	F1, F6
holding	TOST	Stock Option (Right to Buy)							Sep 21, 2021	Common Stock	1.43M	$1.52	Direct	F1, F7
holding	TOST	Stock Option (Right to Buy)							Sep 21, 2021	Common Stock	150K	$15.27	Direct	F1, F8
holding	TOST	Restricted Stock Units							Sep 21, 2021	Common Stock	50K		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