Bessemer Venture Partners IX L.P. - May 17, 2022 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: May 17, 2022
Transactions value $: $0
Form type: 4
Date filed: 5/19/2022, 06:00 PM
Previous filing: Feb 23, 2022
Next filing: Aug 19, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TOST	Class A Common Stock	Conversion of derivative security	$0	+4.47M		$0.00	4.47M	May 17, 2022	See footnotes	F1, F2, F3, F4
transaction	TOST	Class A Common Stock	Other	$0	-4.47M	-100%	$0.00^*	0	May 17, 2022	See footnotes	F3, F4, F6

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	Class B Common Stock	Conversion of derivative security	$0	-4.47M	-8.57%	$0.00	47.7M	May 17, 2022	Class A Common Stock	4.47M		See footnotes	F1, F2, F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	Represents 2,481,938 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX, L.P. ("Bessemer IX"), and 1,988,411 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX Institutional, L.P. ("Bessemer Institutional", and together with Bessemer IX, the "Bessemer IX Funds").
F3	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.
F4	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 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"). 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.
F5	As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional own 24,030,859 shares of Class B Common Stock, 19,252,390 shares of Class B Common Stock, 601,985 shares of Class B Common Stock, and 3,798,490 shares of Class B Common Stock, respectively.
F6	On May 17, 2022 the Bessemer IX Funds distributed, for no consideration 4,470,349 shares (collectively, the "Shares"), of Class A Common Stock to their limited partners and to Deer IX L.P., representing each such partner's pro rata interest in such Shares. On the same date, one or more of such limited partner(s) distributed, for no consideration, the Shares to certain of its or their members in an amount equal to each such member's or members' respective pro rata interests in the Shares. Finally, on the same date, Deer IX L.P. distributed, for no consideration, the Shares it received from the distributions to its partners in an amount equal to each such partner's pro rata interest in the Shares. All of the aforementioned distributions were made in accordance with the exemptions afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.