Bessemer Venture Partners IX L.P. - Nov 18, 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: Nov 18, 2022
Transactions value $: -$17,675,982
Form type: 4
Date filed: 11/22/2022, 07:28 PM
Previous filing: Nov 21, 2022
Next filing: Nov 25, 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	+546K		$0.00	546K	Nov 18, 2022	See footnotes	F1, F2, F3, F4
transaction	TOST	Class A Common Stock	Sale	-$10.1M	-546K	-100%	$18.50	0	Nov 18, 2022	See footnotes	F3, F4, F5, F6
transaction	TOST	Class A Common Stock	Conversion of derivative security	$0	+417K		$0.00	417K	Nov 21, 2022	See footnotes	F1, F3, F4, F7
transaction	TOST	Class A Common Stock	Sale	-$7.57M	-417K	-100%	$18.16	0	Nov 21, 2022	See footnotes	F3, F4, F8, F9

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	-546K	-1.26%	$0.00	42.7M	Nov 18, 2022	Class A Common Stock	546K		See footnotes	F1, F2, F3, F4, F10
transaction	TOST	Class B Common Stock	Conversion of derivative security	$0	-417K	-0.98%	$0.00	42.3M	Nov 21, 2022	Class A Common Stock	417K		See footnotes	F1, F3, F4, F7, F11

* 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 303,245 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX, L.P. ("Bessemer IX"), and 242,945 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 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	On November 18, 2022, Bessemer IX and Bessemer Institutional sold 303,245 shares and 242,945 shares of Class A Common Stock of Toast, Inc., respectively.
F6	The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.20 to $18.765, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
F7	Represents 231,480 shares converted from Class B Common Stock to Class A Common Stock by Bessemer IX, and 185,451 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Institutional.
F8	On November 21, 2022, Bessemer IX and Bessemer Institutional sold 231,480 shares and 185,451 shares of Class A Common Stock of Toast, Inc., respectively.
F9	The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.88 to $18.275, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
F10	After the transaction reported in footnote 2, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional own 21,245,676 shares of Class B Common Stock, 17,021,034 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.
F11	As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional own 21,014,196 shares of Class B Common Stock, 16,835,583 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.