Richard Kent Bennett - 20 Nov 2024 Form 4 Insider Report for Toast, Inc. (TOST)

Footnote F1

On November 20, 2024, the Reporting Person sold 22,885 shares of Class A common stock of Toast, Inc, at a weighted average price of $41.96. These shares were sold in multiple transactions at prices ranging from $41.95 to $42.00. 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.

Footnote F2

In service on the board of Toast, Inc., the Reporting Person has an obligation to turn over any compensation received to Deer Management Co. LLC ("DMC").

Footnote 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, in such securities by virtue of his indirect interest in the Bessemer IX Funds and Bessemer Century Funds.

Footnote F4

(Continued from footnote 3) This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.

Footnote F5

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 DMC the right to any shares issuable pursuant to this grant or any proceeds from the sale thereof.

Footnote F6

Represents 151,756 shares converted from Class B Common Stock to Class A Common Stock by Bessemer IX, 178,280 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Institutional as well as 60,199 shares converted from Class B Common Stock to Class A common Stock by Bessemer Century and 379,849 shares converted from Class B Common Stock to Class A common Stock Bessemer Century Institutional.

Footnote F7

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.

Footnote F8

On November 20, 2024, Bessemer IX, Bessemer Institutional, Bessmer Century, and Bessemer Century Institutional sold 29,003, 117,842, 57,891, and 365,285 shares of Class A common stock of Toast, Inc, respectively, at a weighted average price of $42.32. These shares were sold in multiple transactions at prices ranging from $42.00 to $42.57. 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.

Footnote F9

On November 21, 2024, Bessemer IX, Bessemer Institutional, Bessmer Century, and Bessemer Century Institutional sold 122,753, 60,438, 2,308, and 14,564 shares of Class A common stock of Toast, Inc, respectively, at a weighted average price of $42.54. These shares were sold in multiple transactions at prices ranging from $42.01 to $42.82. 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.

Footnote F10

As of the date hereof, Bessemer IX and Bessemer Institutional own 2,848,469 shares of Class B Common Stock and 2,282,060 shares of Class B Common Stock, respectively.