Kent Bennett - May 20, 2025 Form 4 Insider Report for Toast, Inc. (TOST)

Role
Director
Signature
/s/ Kent Bennett
Stock symbol
TOST
Transactions as of
May 20, 2025
Transactions value $
$0
Form type
4
Date filed
5/22/2025, 06:11 PM
Previous filing
Nov 22, 2024
Next filing
Jun 10, 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Bennett Richard Kent Director TOAST, INC., 333 SUMMER STREET, BOSTON /s/ Kent Bennett 2025-05-22 0001860725

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 May 20, 2025 See footnotes F1, F2, F4
transaction TOST Class A Common Stock Sale $0 0 $0.00* 0 May 20, 2025 See footnotes F3, F4
holding TOST Class A Common Stock 544K May 20, 2025 Direct F4, F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.
F2 Represents 2,848,470 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX, L.P. ("Bessemer IX") and 2,282,059 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").
F3 On May 20,2025, the Bessemer IX Funds distributed, for no consideration 5,066,396 shares (collectively, the "Shares"), of Class A Common Stock to their limited partners and to Deer IX L.P. ("Deer IX") representing each such partner's pro rata interest in such Shares. On the same date, one or more of such limited partner(s) distributed, for no consideration, the Shares to certain of its or their members in an amount equal to each such member's or members' respective pro rata interests in the Shares. Finally, on the same date, the Deer IX distributed, for no consideration, the Shares it received from the distributions to its partners in an amount equal to each such partner's pro rata interest in the Shares. All of the aforementioned distributions were made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.
F4 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 by virtue of his interest in (1) Deer IX & Co. L.P., the general partner of the Bessemer IX Funds and (2) 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, except to the extent of his pecuniary interest, if any, in such securities by virtue of his indirect interest in the Bessemer IX Fund. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.
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.
F6 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").
F7 Includes 148,173 shares of Class A Common Stock received by the Reporting Person in one or more pro rata distributions-in-kind from the Bessemer IX Funds and Deer IX on May 20, 2025, which distributions were made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended.