Form 4 for TOST Toast, Inc.

Accepted 2023-05-25 00:00:00 ET · period of report 2023-05-23 · accession 0000899243-23-013900 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	ΔOwn	Value
DMI	2023-05-25	2023-05-23+	TOST	Bennett Richard Kent	Dir	S - Sale	—	New	—
DMI	2023-05-25	2023-05-23+	TOST	Bennett Richard Kent	Dir	C - Cnv Deriv	—	New	—
DI	2023-05-25	2023-05-23	TOST	Bennett Richard Kent	Dir	C - Cnv Deriv	—	New	—

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Price	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Class A Common Stock	2023-05-23	S	D	$0.00	I See footnotes	—	—	(F3) On May 23, 2023, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional, sold 694,600 shares, 556,000 shares, 30,099 shares and 189,925 shares of Class A Common Stock of Toast, Inc., respectively, at a weighted average price of $21.22. These shares were sold in multiple transactions at prices ranging from $20.89 to $21.58. 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 regarding the number of shares sold at each separate price within the ranges set forth in this footnote. (F4) Represents 283,268 shares converted from Class B Common Stock to Class A Common Stock by Bessemer IX, 226,941 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Institutional.
2	Common	Class A Common Stock	2023-05-24	S	D	$0.00	I See footnotes	—	—	(F5) On May 24, 2023, Bessemer IX and Bessemer Institutional, sold 283,268 shares and 226,941 shares, of Class A Common Stock of Toast, Inc., respectively, at a weighted average price of $21.27. These shares were sold in multiple transactions at prices ranging from $21.09 to $21.37. 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 regarding the number of shares sold at each separate price within the ranges set forth in this footnote. (F6) 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 together with 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. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.
3	Common	Class A Common Stock	2023-05-23	C	A	$0.00	I See footnotes	—	—	(F2) Represents 694,000 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX, L.P. ("Bessemer IX"), 556,000 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"), 30,099 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners Century Fund L.P. ("Bessemer Century") and 189,925 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners Century Fund Institutional L.P. ("Bessemer Century Institutional" and collectively "Bessemer Century Funds"). (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. (F4) Represents 283,268 shares converted from Class B Common Stock to Class A Common Stock by Bessemer IX, 226,941 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Institutional.
4	Common	Class A Common Stock	2023-05-24	C	A	$0.00	I See footnotes	—	—	(F4) Represents 283,268 shares converted from Class B Common Stock to Class A Common Stock by Bessemer IX, 226,941 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Institutional. (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. (F6) 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 together with 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. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.
5	Derivative	Class B Common Stock	2023-05-23	C	D	$0.00	I See footnotes	— · — to —	0 Class A Common Stock	(F2) Represents 694,000 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX, L.P. ("Bessemer IX"), 556,000 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"), 30,099 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners Century Fund L.P. ("Bessemer Century") and 189,925 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners Century Fund Institutional L.P. ("Bessemer Century Institutional" and collectively "Bessemer Century Funds"). (F4) Represents 283,268 shares converted from Class B Common Stock to Class A Common Stock by Bessemer IX, 226,941 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Institutional. (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. (F8) As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional own 14,086,160 shares of Class B Common Stock, 11,285,168 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. (F6) 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 together with 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. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.