Brian R. Elworthy - Sep 21, 2021 Form 3/A - Amendment Insider Report for Toast, Inc. (TOST)

Role
General Counsel
Signature
/s/ Brian R. Elworthy
Stock symbol
TOST
Transactions as of
Sep 21, 2021
Transactions value $
$0
Form type
3/A - Amendment
Date filed
9/27/2021, 09:21 PM
Date Of Original Report
Sep 21, 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 429K Sep 21, 2021 Direct F1
holding TOST Common Stock 109K Sep 21, 2021 See footnote F1, F2

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 375K $1.52 Direct F1, F3
holding TOST Stock Option (Right to Buy) Sep 21, 2021 Common Stock 450K $2.21 Direct F1, F4
holding TOST Stock Option (Right to Buy) Sep 21, 2021 Common Stock 60K $20.95 Direct F1, F5
holding TOST Restricted Stock Units Sep 21, 2021 Common Stock 20K Direct F1, F6, F7
* 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 Brian R. Elworthy Grantor Retained Annuity Trust of 2019.
F3 The shares subject to this option shall vest in twenty equal quarterly installments over five years following July 1, 2018.
F4 The shares subject to this option shall vest in twenty equal quarterly installments over five years following April 21, 2020.
F5 The shares subject to this option shall vest in twenty equal quarterly installments over five years following June 2, 2021.
F6 The Restricted Stock Units ("RSUs") shall vest as follows: 25% shall vest on July 1, 2022, with the remainder vesting in equal quarterly installments over the following three years, contingent upon the closing of the issuer's initial public offering.
F7 RSUs convert into Class B Common Stock on a one-for-one basis upon vesting and settlement.

Remarks:

This Form 3/A amends and restates the Form 3 filed by the Reporting Person on September 21, 2021 (the "Original Form 3") to correct the number of stock options reported in the first row of Table II, Column 3 (375,000). This amendment does not impact any other holdings reported in the Original Form 3.