Bessemer Venture Partners IX L.P. - Dec 14, 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 14, 2022
Transactions value $: -$13,712,675
Form type: 4
Date filed: 12/16/2022, 04:54 PM
Previous filing: Dec 15, 2022
Next filing: Feb 27, 2023

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	+562K		$0.00	562K	Dec 14, 2022	See footnotes	F1, F2, F3
transaction	TOST	Class A Common Stock	Sale	-$11.1M	-562K	-100%	$19.81	0	Dec 14, 2022	See footnotes	F3, F5, F6
transaction	TOST	Class A Common Stock	Conversion of derivative security	$0	+136K		$0.00	136K	Dec 15, 2022	See footnotes	F1, F3, F7
transaction	TOST	Class A Common Stock	Sale	-$2.59M	-136K	-100%	$19.08	0	Dec 15, 2022	See footnotes	F3, 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	-562K	-1.61%	$0.00	34.3M	Dec 14, 2022	Class A Common Stock	562K		See footnotes	F1, F2, F3, F4, F10
transaction	TOST	Class B Common Stock	Conversion of derivative security	$0	-136K	-0.4%	$0.00	34.2M	Dec 15, 2022	Class A Common Stock	136K		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 311,755 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX, L.P. ("Bessemer IX") and 249,763 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 the Bessemer Century Funds. Deer X Ltd. and Deer X L.P. disclaim beneficial ownership of the securities held by 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"), 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 14, 2022, Bessemer IX and Bessemer Institutional sold 311,755 shares and 249,763 shares of Class A Common Stock, respectively.
F6	The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.34 to $20.13, 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 75,336 shares converted from Class B Common Stock to Class A Common Stock by Bessemer IX and 60,356 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Institutional.
F8	On December 15, 2022, Bessemer IX and Bessemer Institutional sold 135,692 shares and 60,356 shares of Class A Common Stock, respectively.
F9	The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.00 to $19.33, 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 17,226,432 shares of Class B Common Stock, 13,801,006 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.
F11	As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional own 17,090,740 shares of Class B Common Stock, 13,740,650 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.