Kent Bennett - Nov 22, 2022 Form 4 Insider Report for Toast, Inc. (TOST)

Role
Director
Signature
/s/ Kent Bennett
Stock symbol
TOST
Transactions as of
Nov 22, 2022
Transactions value $
$0
Form type
4
Date filed
11/25/2022, 03:30 PM
Previous filing
Nov 22, 2022
Next filing
Dec 5, 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 0 $0.00* 0 Nov 22, 2022 See footnotes F1, F2, F4, F5
transaction TOST Class A Common Stock Sale $0 0 $0.00* 0 Nov 22, 2022 See footnotes F3, F4, F5
transaction TOST Class A Common Stock Conversion of derivative security $0 0 $0.00* 0 Nov 23, 2022 See footnotes F1, F4, F5, F7, F8
transaction TOST Class A Common Stock Sale $0 0 $0.00* 0 Nov 23, 2022 See footnotes F4, F5, F8
holding TOST Class A Common Stock 790 Nov 22, 2022 Direct 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 0 $0.00* 0 Nov 18, 2022 Class A Common Stock 0 See footnotes F1, F2, F4, F5, F9
transaction TOST Class B Common Stock Conversion of derivative security $0 0 $0.00* 0 Nov 21, 2022 Class A Common Stock 0 See footnotes F1, F4, F5, F7, F10
* 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 255,392 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX, L.P. ("Bessemer IX"), and 204,608 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 On November 22, 2022, Bessemer IX and Bessemer Institutional sold 255,392 shares and 204,608 shares of Class A Common Stock of Toast, Inc., respectively, at a weighted average price of $18.09. These shares were sold in multiple transactions at prices ranging from $17.87 to $18.24, 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.
F4 The Reporting Person is a partner at Bessemer Venture Partners and has an indirect, passive economic interest in the shares held by the Bessemer IX Funds and 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") by virtue of his interest in (1) Deer IX & Co. L.P., the general partner of the Bessemer IX Funds, and (2) Deer X & Co. L.P., the general partner of the Bessemer Century Funds and (3) certain other indirect limited partnership interests in certain of the Bessemer Funds.
F5 (Continued footnote 4) The Reporting Person disclaims beneficial ownership of the securities held by the Bessemer IX Funds and the Bessemer Century Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his indirect interest in the Bessemer IX Funds and Bessemer Century Funds. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.
F6 The shares are directly held by the Reporting Person.
F7 Represents 2,541,083 shares converted from Class B Common Stock to Class A Common Stock by Bessemer IX, and 2,035,796 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Institutional.
F8 On November 23, 2022, Bessemer IX and Bessemer Institutional sold 2,541,083 shares and 2,035,796 shares of Class A Common Stock of Toast, Inc., respectively, at a weighted average price of $18.01. These shares were sold in multiple transactions at prices ranging from $$17.94 to $18.44, 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.
F9 After the transaction reported in footnote 2, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional own 20,758,804 shares of Class B Common Stock, 16,630,975 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.
F10 As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional own 21, 18,217,721 shares of Class B Common Stock, 14,595,179 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.