Kent Bennett - Sep 15, 2023 Form 4 Insider Report for Toast, Inc. (TOST)

Role: Director
Signature: /s/ Kent Bennett
Stock symbol: TOST
Transactions as of: Sep 15, 2023
Transactions value $: $0
Form type: 4
Date filed: 9/19/2023, 09:57 PM
Previous filing: Jun 20, 2023
Next filing: Dec 19, 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	0		$0.00^*	0	Sep 15, 2023	See footnotes	F1, F2, F4, F5
transaction	TOST	Class A Common Stock	Sale	$0	0		$0.00^*	0	Sep 15, 2023	See footnotes	F3, F4, F5
holding	TOST	Class A Common Stock						319K	Sep 15, 2023	Direct	F6, F7, F8

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	Sep 15, 2023	Class A Common Stock	0		See footnotes	F1, F2, F4, F5, F9

* 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 2,492,095 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX, L.P. ("Bessemer IX") and 1,978,254 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 September 15, 2023 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. ("Deer IX") 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, the Deer IX 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 exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
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 from 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	Includes 132,876 shares of Class A Common Stock received by the Reporting Person in one or more pro rata distributions-in-kind from the Bessemer IX Funds, Bessemer Century Funds, and the Deer Funds on February 24, 2023, which distributions were made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
F7	Includes 11,292 Class A Common Stock received by the Reporting Person related to equity grants issued by the Company. The Reporting Person has agreed to assign to Deer Management Co, LLC the right to any shares issuable pursuant to this grant or any proceeds from the sale thereof.
F8	These shares are held directly by the reporting person.
F9	As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional own 9,929,644 shares of Class B Common Stock, 7,988,262 shares of Class B Common Stock, 391,306 shares of Class B Common Stock, and 2,469,121 shares of Class B Common Stock, respectively.