Elena Gomez - Sep 21, 2021 Form 3 Insider Report for Toast, Inc. (TOST)

Role
Chief Financial Officer
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, 08:32 PM
Previous filing
Jul 30, 2021
Next filing
Sep 27, 2021

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 1.88M $15.27 Direct F1, F2
holding TOST Restricted Stock Units Sep 21, 2021 Common Stock 375K Direct F1, F3, F4
* 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 20% shares subject to this option shall vest and become exercisable on March 8, 2022, with the remainder vesting in sixteen equal quarterly installments thereafter.
F3 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, contingent upon completion of the Issuer's initial public offering.
F4 RSUs convert into Class B Common Stock on a one-for-one basis upon vesting and settlement.

Remarks:

Exhibit 24 - Power of Attorney