Bessemer Venture Partners IX L.P. - Sep 24, 2021 Form 4 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 24, 2021
Transactions value $
$0
Form type
4
Date filed
9/27/2021, 09:36 PM
Previous filing
Sep 21, 2021
Next filing
Oct 12, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TOST Common Stock Conversion of derivative security -54.7M -47.87% 59.6M Sep 24, 2021 See footnotes F1, F2, F4, F5
transaction TOST Common Stock Other -59.6M -100% 0 Sep 24, 2021 See footnotes F3, F4, F5, F6, F7

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
transaction TOST Series B Preferred Stock Conversion of derivative security $0 -41.3M -100% $0.00* 0 Sep 24, 2021 Common Stock 41.3M See footnotes F1, F4, F5, F8
transaction TOST Series C Preferred Stock Conversion of derivative security $0 -2.9M -100% $0.00* 0 Sep 24, 2021 Common Stock 2.9M See footnotes F1, F4, F5, F9
transaction TOST Series D Preferred Stock Conversion of derivative security $0 -2.55M -100% $0.00* 0 Sep 24, 2021 Common Stock 2.55M See footnotes F1, F4, F5, F10
transaction TOST Series E Preferred Stock Conversion of derivative security $0 -293K -100% $0.00* 0 Sep 24, 2021 Common Stock 293K See footnotes F1, F4, F5, F11
transaction TOST Series F Preferred Stock Conversion of derivative security $0 -7.7M -100% $0.00* 0 Sep 24, 2021 Common Stock 7.7M See footnotes F1, F4, F5, F12
transaction TOST Class B Common Stock Other $0 +59.6M $0.00 59.6M Sep 24, 2021 Class A Common Stock 59.6M See footnotes F4, F5, F6, F7, F13
* 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 Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (together, the "Preferred Stock") automatically converted into one share of the Issuer's Common Stock. The Preferred Stock had no expiration date.
F2 After giving effect to the reported conversion, 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 30,649,360 shares of Common Stock, 24,554,820 shares of Common Stock, 3,798,490 shares of Common Stock and 601,985 shares of Common Stock, respectively.
F3 As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional each own 0 shares of Common Stock.
F4 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.
F5 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.
F6 Immediately prior to the completion of the Issuer's initial public offering and following the conversion of each series of the Issuer's Preferred Stock into Common Stock, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.
F7 Each outstanding share of Class B Common Stock is 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.
F8 Prior to the conversion, Bessemer IX and Bessemer Insitutional owned 22,920,735 shares of Series B Preferred Stock and 18,363,010 shares of Series B Preferred Stock, respectively. As of the date hereof, Bessemer IX and Bessemer Institutional each own 0 shares of Series B Preferred Stock.
F9 Prior to the conversion, Bessemer IX and Bessemer Insitutional owned 1,612,415 shares of Series C Preferred Stock and 1,291,790 shares of Series C Preferred Stock, respectively. As of the date hereof, Bessemer IX and Bessemer Institutional each own 0 shares of Series C Preferred Stock.
F10 Prior to the conversion, Bessemer IX and Bessemer Insitutional owned 1,416,375 shares of Series D Preferred Stock and 1,134,730 shares of Series D Preferred Stock, respectively. As of the date hereof, Bessemer IX and Bessemer Institutional each own 0 shares of Series D Preferred Stock.
F11 Prior to the conversion, Bessemer IX and Bessemer Insitutional owned 162,695 shares of Series E Preferred Stock and 130,345 shares of Series E Preferred Stock, respectively. As of the date hereof, Bessemer IX and Bessemer Institutional each own 0 shares of Series E Preferred Stock.
F12 Prior to the conversion, Bessemer IX, Bessemer Insitutional, Bessemer Century and Bessemer Century Institutional owned 1,832,360 shares of Series F Preferred Stock, 1,468,000 shares of Series F Preferred Stock, 3,798,490 shares of Series F Preferred Stock and 601,985 shares of Series F Preferred Stock, respectively. As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional each own 0 shares of Series F Preferred Stock.
F13 As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional own 30,649,360 shares of Class B Common Stock, 24,554,820 shares of Class B Common Stock, 3,798,490 shares of Class B Common Stock, and 601,985 shares of Class B Common Stock, respectively.