Form 4 Toast, Inc. For: Sep 24 Filed by: Elworthy Brian R

September 27, 2021 9:32 PM EDT

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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).
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. Issuer Name and Ticker or Trading Symbol
Toast, Inc. [ TOST ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
09/24/2021
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)
Code V Amount (A) or (D) Price
Common Stock 09/24/2021   J (1)   428,930 D (1) (2) 0 D  
Common Stock 09/24/2021   J (1)   109,175 D (1) (2) 0 I See footnote (3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (2) 09/24/2021   J (1)   428,930     (2)   (2) Class A Common Stock 428,930 $ 0 428,930 D  
Class B Common Stock (2) 09/24/2021   J (1)   109,175     (2)   (2) Class A Common Stock 109,175 $ 0 109,175 I See footnote (3)
Stock Option (Right to Buy) $ 1.52 09/24/2021   J (1)     375,000   (4) 02/08/2029 Common Stock 375,000 $ 0 0 D  
Stock Option (Right to Buy) $ 1.52 09/24/2021   J (1)   375,000     (4) 02/08/2029 Class B Common Stock (2) 375,000 $ 0 375,000 D  
Stock Option (Right to Buy) $ 2.21 09/24/2021   J (1)     450,000   (5) 04/21/2030 Common Stock 450,000 $ 0 0 D  
Stock Option (Right to Buy) $ 2.21 09/24/2021   J (1)   450,000     (5) 04/21/2030 Class B Common Stock (2) 450,000 $ 0 450,000 D  
Stock Option (Right to Buy) $ 20.95 09/24/2021   J (1)     60,000   (6) 06/02/2031 Common Stock 60,000 $ 0 0 D  
Stock Option (Right to Buy) $ 20.95 09/24/2021   J (1)   60,000     (6) 06/02/2031 Class B Common Stock (2) 60,000 $ 0 60,000 D  
Restricted Stock Units (7) 09/24/2021   J (1)     20,000   (8) 06/02/2028 Common Stock 20,000 $ 0 0 D  
Restricted Stock Units (7) 09/24/2021   J (1)   20,000     (8) 06/02/2028 Class B Common Stock (2) 20,000 $ 0 20,000 D  
Explanation of Responses:
1. Immediately prior to the completion of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7.
2. 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.
3. Shares held by the Brian R. Elworthy Grantor Retained Annuity Trust of 2019.
4. The shares subject to this option shall vest in twenty equal quarterly installments over five years following July 1, 2018.
5. The shares subject to this option shall vest in twenty equal quarterly installments over five years following April 21, 2020.
6. The shares subject to this option shall vest in twenty equal quarterly installments over five years following June 2, 2021.
7. The Restricted Stock Units ("RSUs") convert into Class B Common Stock on a one-for-one basis upon vesting and settlement.
8. The RSUs shall vest as follows: 25% on July 1, 2022, with the remainder vesting in equal quarterly installments over the following three years.
/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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