Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bennett Richard Kent

(Last)

(First)

(Middle)

TOAST, INC.

333 SUMMER STREET

(Street)

BOSTON

02210

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Toast, Inc. [ TOST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/20/2024		S		22,885⁽¹⁾⁽²⁾	D	$41.96⁽¹⁾	395,706⁽³⁾⁽⁴⁾⁽⁵⁾	D
Class A Common Stock	11/20/2024		C		0⁽⁶⁾	A	$0⁽⁷⁾	0⁽⁶⁾	I	See footnotes⁽³⁾⁽⁴⁾⁽⁶⁾
Class A Common Stock	11/20/2024		S		0⁽⁸⁾	D	$0⁽⁸⁾	0	I	See footnotes⁽³⁾⁽⁴⁾⁽⁸⁾
Class A Common Stock	11/21/2024		S		0⁽⁹⁾	D	$0⁽⁹⁾	0	I	See footnotes⁽³⁾⁽⁴⁾⁽⁹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽⁷⁾	11/20/2024		C			0⁽⁶⁾	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	0⁽⁶⁾	$0⁽⁷⁾	0⁽⁶⁾⁽¹⁰⁾	I	See footnotes⁽³⁾⁽⁴⁾⁽¹⁰⁾

Explanation of Responses:

1. 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.

2. 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").

3. 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.

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

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

	/s/ Kent Bennett	11/22/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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