Kent Bennett - Nov 15, 2024 Form 4 Insider Report for Toast, Inc. (TOST)

Role: Director
Signature: /s/ Kent Bennett
Stock symbol: TOST
Transactions as of: Nov 15, 2024
Transactions value $: $0
Form type: 4
Date filed: 11/19/2024, 07:41 PM
Previous filing: Nov 13, 2024

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 15, 2024	See footnotes	F1, F2, F3, F4
transaction	TOST	Class A Common Stock	Sale	$0	0		$0.00^*	0	Nov 15, 2024	See footnotes	F3, F4, F5
transaction	TOST	Class A Common Stock	Sale	$0	0		$0.00^*	0	Nov 18, 2024	See footnotes	F3, F4, F6
transaction	TOST	Class A Common Stock	Sale	$0	0		$0.00^*	0	Nov 19, 2024	See footnotes	F3, F4, F7
transaction	TOST	Class A Common Stock	Sale	$0	0		$0.00^*	0	Nov 19, 2024	See footnotes	F3, F4, F8
transaction	TOST	Class A Common Stock	Sale	$0	0		$0.00^*	0	Nov 19, 2024	See footnotes	F3, F4, F9
holding	TOST	Class A Common Stock						419K	Nov 15, 2024	Direct	F3, F4, 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 15, 2024	Class A Common Stock	0		See footnotes	F1, F2, F3, F4, F11

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

Explanation of Responses:

Id	Content
F1	Represents 942,942 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX, L.P. ("Bessemer IX") and 755,439 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX Institutional, L.P. ("Bessemer Institutional", together with Bessemer IX, the "Bessemer IX Funds").
F2	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.
F3	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, 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. 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,
F4	(continued from footnote 3) 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.
F5	On November 15, 2024, Bessemer IX and Bessemer Institutional sold 221,722 and 177,633 shares of Class A common stock of Toast, Inc, respectively, at a weighted average price of $40.61. These shares were sold in multiple transactions at prices ranging from $40.46 to $40.71. 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.
F6	On November 18, 2024, Bessemer IX and Bessemer Institutional sold 157,762 and 126,392 shares of Class A common stock of Toast, Inc, respectively, at a weighted average price of $40.32. These shares were sold in multiple transactions at prices ranging from $40.00 to $41.00. 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.
F7	On November 19, 2024, Bessemer IX and Bessemer Institutional sold 154,178 and 123,519 shares of Class A common stock of Toast, Inc, respectively, at a weighted average price of $40.38. These shares were sold in multiple transactions at prices ranging from $40.00 to $41.00. 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 19, 2024, Bessemer IX and Bessemer Institutional sold 272,912 and 218,644 shares of Class A common stock of Toast, Inc, respectively, at a weighted average price of $41.74. These shares were sold in multiple transactions at prices ranging from $41.01 to $42.01. 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 19, 2024, Bessemer IX and Bessemer Institutional sold 136,368 and 109,251 shares of Class A common stock of Toast, Inc, respectively, at a weighted average price of $42.33. These shares were sold in multiple transactions at prices ranging from $42.02 to $42.51. 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.
F10	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.
F11	As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional own 3,000,225 shares of Class B Common Stock, 2,460,340 shares of Class B Common Stock, 60,199 shares of Class B Common Stock, and 379,849 shares of Class B Common Stock, respectively.