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). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Toast, Inc. [ TOST ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||||||||||||||
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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 | $0.00 | 428,930 | D | ||||
Class B Common Stock | (2) | 09/24/2021 | J(1) | 109,175 | (2) | (2) | Class A Common Stock | 109,175 | $0.00 | 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 | $0.00 | 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 | $0.00 | 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 | $0.00 | 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 | $0.00 | 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 | $0.00 | 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 | $0.00 | 60,000 | D | ||||
Restricted Stock Units | (7) | 09/24/2021 | J(1) | 20,000 | (8) | 06/02/2028 | Common Stock | 20,000 | $0.00 | 0 | D | ||||
Restricted Stock Units | (7) | 09/24/2021 | J(1) | 20,000 | (8) | 06/02/2028 | Class B Common Stock(2) | 20,000 | $0.00 | 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. |
Remarks: |
/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. |