Kent Bennett - Nov 11, 2024 Form 4 Insider Report for Toast, Inc. (TOST)

Role: Director
Signature: /s/ Kent Bennett
Stock symbol: TOST
Transactions as of: Nov 11, 2024
Transactions value $: -$3,667,000
Form type: 4
Date filed: 11/13/2024, 08:55 PM
Previous filing: Sep 16, 2024
Next filing: Nov 19, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TOST	Class A Common Stock	Sale	-$3.67M	-100K	-19.28%	$36.67	419K	Nov 12, 2024	Direct	F1, F2, F3, F4
transaction	TOST	Class A Common Stock	Conversion of derivative security	$0	0		$0.00	0	Nov 11, 2024	See footnotes	F2, F3, F5, F6
transaction	TOST	Class A Common Stock	Sale	$0	0		$0.00^*	0	Nov 11, 2024	See footnotes	F2, F3, F7
transaction	TOST	Class A Common Stock	Sale	$0	0		$0.00^*	0	Nov 12, 2024	See footnotes	F2, F3, F8
transaction	TOST	Class A Common Stock	Sale	$0	0		$0.00^*	0	Nov 12, 2024	See footnotes	F2, F3, F9
transaction	TOST	Class A Common Stock	Sale	$0	0		$0.00^*	0	Nov 13, 2024	See footnotes	F2, F3, F10

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 11, 2024	Class A Common Stock	0		See footnotes	F2, F3, F5, F6, F11

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On November 12, 2024, The Reporting Person sold 100,000 shares of Class A common stock of Toast, Inc, at a weighted average price of $36.67. These shares were sold in multiple transactions at prices ranging from $38.50 to $38.88. 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 the number of shares sold at each separate price within the ranges set forth in this footnote.
F2	The Reporting Person is a partner at Bessemer Venture Partners and has an indirect, passive economic interest in the shares held by Bessemer Venture Partners IX, L.P. ("Bessemer IX"), Bessemer Venture Partners IX Institutional, L.P. ("Bessemer Institutional", and together with Bessemer IX, the "Bessemer IX Funds"), 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.
F3	(Continued from footnote 2)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.
F4	Includes 9,712 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.
F5	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.
F6	Represents 2,106,270 shares converted from Class B Common Stock to Class A Common Stock by Bessemer IX, 1,687,443 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Institutional as well as 218,610 shares converted from Class B Common Stock to Class A common Stock by Bessemer Century and 1,379,418 shares converted from Class B Common Stock to Class A common Stock Bessemer Century Institutional.
F7	On November 11, 2024, Bessemer IX, Bessemer Institutional, Bessmer Century, and Bessemer Century Institutional sold 366,472, 293,600, 120,398, and 759,698 shares of Class A common stock of Toast, Inc, respectively, at a weighted average price of $37.72. These shares were sold in multiple transactions at prices ranging from $37.45 to $38.05. 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 the number of shares sold at each separate price within the ranges set forth in this footnote.
F8	On November 12, 2024, Bessemer IX and Bessemer Institutional sold 555,200 and 444,800 shares of Class A common stock of Toast, Inc, respectively, at a weighted average price of $38.75. These shares were sold in multiple transactions at prices ranging from $38.35 to $39.21. 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 the number of shares sold at each separate price within the ranges set forth in this footnote.
F9	On November 12, 2024, Bessemer IX, Bessemer Institutional, Bessmer Century, and Bessemer Century Institutional sold 427,888, 342,804, 35,475, and 223,849 shares of Class A common stock of Toast, Inc, respectively, at a weighted average price of $39.51. These shares were sold in multiple transactions at prices ranging from $39.23 to $39.78. 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 the number of shares sold at each separate price within the ranges set forth in this footnote.
F10	On November 13, 2024, Bessemer IX, Bessemer Institutional, Bessmer Century, and Bessemer Century Institutional sold 756,710, 606,239, 62,737, and 395,871 shares of Class A common stock of Toast, Inc, respectively, at a weighted average price of $40.09. These shares were sold in multiple transactions at prices ranging from $39.70 to $40.51. 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 the number of shares sold at each separate price within the ranges set forth in this footnote.
F11	As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional own 3,943,167 shares of Class B Common Stock, 3,215,779 shares of Class B Common Stock, 60,199 shares of Class B Common Stock, and 379,849 shares of Class B Common Stock, respectively.