Form 3/A Toast, Inc. For: Sep 21 Filed by: Elworthy Brian R

September 27, 2021 9:22 PM EDT

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FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person *
Elworthy Brian R

(Last) (First) (Middle)
TOAST, INC.
401 PARK DRIVE, SUITE 801

(Street)
BOSTON MA 02215

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/21/2021
3. Issuer Name and Ticker or Trading Symbol
Toast, Inc. [ TOST ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
General Counsel
5. If Amendment, Date of Original Filed (Month/Day/Year)
09/21/2021
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock (1) 428,930
D
 
Common Stock (1) 109,175
I
See footnote (2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy)   (3) 02/08/2029 Common Stock (1) 375,000 1.52 D  
Stock Option (Right to Buy)   (4) 04/21/2030 Common Stock (1) 450,000 2.21 D  
Stock Option (Right to Buy)   (5) 06/02/2031 Common Stock (1) 60,000 20.95 D  
Restricted Stock Units   (6) 06/02/2028 Common Stock (1) 20,000 (7) D  
Explanation of Responses:
1. Immediately prior to the completion of the Issuer's initial public offering, each share of Common Stock shall be reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. Each outstanding share of Class B Common Stock will be 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.
2. Shares held by the Brian R. Elworthy Grantor Retained Annuity Trust of 2019.
3. The shares subject to this option shall vest in twenty equal quarterly installments over five years following July 1, 2018.
4. The shares subject to this option shall vest in twenty equal quarterly installments over five years following April 21, 2020.
5. The shares subject to this option shall vest in twenty equal quarterly installments over five years following June 2, 2021.
6. The Restricted Stock Units ("RSUs") shall vest as follows: 25% shall vest on July 1, 2022, with the remainder vesting in equal quarterly installments over the following three years, contingent upon the closing of the issuer's initial public offering.
7. RSUs convert into Class B Common Stock on a one-for-one basis upon vesting and settlement.
Remarks:
This Form 3/A amends and restates the Form 3 filed by the Reporting Person on September 21, 2021 (the "Original Form 3") to correct the number of stock options reported in the first row of Table II, Column 3 (375,000). This amendment does not impact any other holdings reported in the Original Form 3.
/s/ Brian R. Elworthy 09/27/2021
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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