Bessemer Venture Partners IX L.P. - Dec 1, 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: Dec 1, 2022
Transactions value $: -$34,784,750
Form type: 4
Date filed: 12/5/2022, 04:28 PM
Previous filing: Nov 25, 2022
Next filing: Dec 15, 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	+1.93M		$0.00	1.93M	Dec 1, 2022	See footnotes	F1, F2, F3, F4
transaction	TOST	Class A Common Stock	Sale	-$34.8M	-1.93M	-100%	$18.07	0	Dec 1, 2022	See footnotes	F3, F4, F5, 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	-1.93M	-5.17%	$0.00	35.3M	Dec 1, 2022	Class A Common Stock	1.93M		See footnotes	F1, F2, F3, F4, F7

* 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 458,040 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX, L.P. ("Bessemer IX"), 366,960 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"), 150,480 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners Century Fund L.P. ("Bessemer Century") and 949,520 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners Century Fund Institutional L.P. ("Bessemer Century Institutional", and together with Bessemer Century, the "Bessemer Century 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 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 December 1, 2022, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional sold 458,040 shares, 366,960 shares, 150,480 shares and 949,520 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 $18.00 to $18.81, 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	As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional own 17,759,681 shares of Class B Common Stock, 14,228,219 shares of Class B Common Stock, 451,505 shares of Class B Common Stock, and 2,848,970 shares of Class B Common Stock, respectively.