| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 3
)*
|
Toast, Inc. (Name of Issuer) |
Class A Common Stock, par value of $0.000001 per share ("Class A Common Stock") (Title of Class of Securities) |
888787108 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 888787108 |
| 1 | Names of Reporting Persons Stephen Fredette | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 30,618,437.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 5.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Toast, Inc. | |
| (b) | Address of issuer's principal executive
offices: 333 Summer Street, Boston, MA, 02210 | |
| Item 2. | ||
| (a) | Name of person filing: This statement is filed on behalf of Stephen Fredette (the "Reporting Person"). | |
| (b) | Address or principal business office or, if
none, residence: 333 Summer Street, Boston MA 02210 | |
| (c) | Citizenship: The Reporting Person is a citizen of the United States | |
| (d) | Title of class of securities: Class A Common Stock, par value of $0.000001 per share ("Class A Common Stock") | |
| (e) | CUSIP No.: 888787108 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The ownership information below represents beneficial ownership of Class A Common Stock of the Issuer as of December 31, 2024, based upon 490,920,952 shares of Class A Common Stock outstanding as of December 31, 2024, as provided by the Issuer. The information below assumes the conversion of the Class B common stock, par value $0.000001 per share ("Class B Common Stock") of the Issuer held by the Reporting Person into shares of Class A Common Stock of the Issuer on a one-to-one basis.
The Reporting Person is deemed to be the beneficial owner of 30,618,437 shares of Class A Common Stock, which includes: (i) 1,633,262 shares of Class A Common Stock held of record by the Reporting Person; (ii) 19,173,555 shares of Class A Common Stock issuable upon conversion of 19,173,555 shares of Class B Common Stock held of record by the Reporting Person; (iii) 2,790,329 shares of Class A Common Stock held in trusts over which the Reporting Person has beneficial ownership; (iv) 6,549,115 shares of Class A Common Stock issuable upon conversion of 6,549,115 shares of Class B Common Stock held in trusts over which the Reporting Person has beneficial ownership; (v) 16,430 shares of Class A Common Stock underlying restricted stock units that will vest within 60 days of December 31, 2024; and (vi) 455,746 shares of Class A Common Stock, including shares issuable upon conversion of shares of Class B Common Stock, subject to a stock option exercisable within 60 days of December 31, 2024 by the Reporting Person. | |
| (b) | Percent of class: 5.9 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: 30,618,437 | ||
| (ii) Shared power to vote or to direct the
vote: 0 | ||
| (iii) Sole power to dispose or to direct the
disposition of: 30,618,437 | ||
| (iv) Shared power to dispose or to direct the
disposition of: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Not applicable. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the
Item 3 classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identification of the relevant subsidiary.
Not applicable. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Not applicable. | ||
| Item 9. | Notice of Dissolution of Group. | |
Notice of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to transactions in the security
reported on will be filed, if required, by members of the group, in their individual capacity.
See Item 5.
Not applicable. | ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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