0000899243-21-037923.txt : 20210927 0000899243-21-037923.hdr.sgml : 20210927 20210927213513 ACCESSION NUMBER: 0000899243-21-037923 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210924 FILED AS OF DATE: 20210927 DATE AS OF CHANGE: 20210927 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bennett Richard Kent CENTRAL INDEX KEY: 0001860725 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40819 FILM NUMBER: 211283385 MAIL ADDRESS: STREET 1: 1865 PALMER AVENUE STREET 2: SUITE 104 CITY: LARCHMONT STATE: NY ZIP: 10538 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Toast, Inc. CENTRAL INDEX KEY: 0001650164 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 401 PARK DRIVE STREET 2: SUITE 801 CITY: BOSTON STATE: MA ZIP: 02215 BUSINESS PHONE: 617-297-1005 MAIL ADDRESS: STREET 1: 401 PARK DRIVE STREET 2: SUITE 801 CITY: BOSTON STATE: MA ZIP: 02215 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-09-24 0 0001650164 Toast, Inc. TOST 0001860725 Bennett Richard Kent TOAST, INC. 401 PARK DRIVE, SUITE 801 BOSTON MA 02215 1 0 0 0 Common Stock 2021-09-24 4 C 0 0 D 0 I See footnotes Common Stock 2021-09-24 4 J 0 0 D 0 I See footnotes Series B Preferred Stock 2021-09-24 4 C 0 0 0.00 D Common Stock 0 0 I See footnotes Series C Preferred Stock 2021-09-24 4 C 0 0 0.00 D Common Stock 0 0 I See footnotes Series D Preferred Stock 2021-09-24 4 C 0 0 0.00 D Common Stock 0 0 I See footnotes Series E Preferred Stock 2021-09-24 4 C 0 0 0.00 D Common Stock 0 0 I See footnotes Series F Preferred Stock 2021-09-24 4 C 0 0 0.00 D Common Stock 0 0 I See footnotes Class B Common Stock 2021-09-24 4 J 0 0 0.00 A Class A Common Stock 0 0 I See footnotes Immediately prior to the completion of the Issuer's initial public offering, each share of Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (together, the "Preferred Stock") automatically converted into one share of the Issuer's Common Stock. The Preferred Stock had no expiration date. Represents shares of Preferred Stock converted to Common Stock as described in footnotes (7) through (11) below. After giving effect to the reported conversion, Bessemer Venture Partners IX, L.P. ("Bessemer IX"), Bessemer Venture Partners IX Institutional, L.P. ("Bessemer Institutional, and together with Bessemer IX, the "Bessemer IX Funds"), Bessemer Venture Partners Century Fund L.P. ("Bessemer Century") and Bessemer Venture Partners Century Fund Institutional L.P. ("Bessemer Century Institutional", and together with Bessemer Century, the "Bessemer Century Funds") own 30,649,360 shares of Common Stock, 24,554,820 shares of Common Stock, 3,798,490 shares of Common Stock and 601,985 shares of Common Stock, respectively. The Bessemer IX Funds and Bessemer Century Funds shall collectively be referred to herein as the Bessemer Funds. Represents 59,604,655 shares of Common Stock converted to Class B Common Stock, as described in footnote (12) below. As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional each own 0 shares of Common Stock. 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 and the Bessemer Century Funds by virtue of his interest in (1) Deer IX & Co. L.P., the general partner of the Bessemer IX Funds, and (2) Deer X & Co. L.P., the general partner of the Bessemer Century Funds and (3) 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 and the Bessemer Century Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his indirect interest in the Bessemer IX Funds and Bessemer Century Funds. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities. Immediately prior to the completion of the Issuer's initial public offering and following the conversion of each series of the Issuer's Preferred Stock into Common Stock, each share of Common Stock was 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 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. Prior to the conversion, Bessemer IX and Bessemer Insitutional owned 22,920,735 shares of Series B Preferred Stock and 18,363,010 shares of Series B Preferred Stock, respectively. As of the date hereof, Bessemer IX and Bessemer Institutional each own 0 shares of Series B Preferred Stock. Prior to the conversion, Bessemer IX and Bessemer Insitutional owned 1,612,415 shares of Series C Preferred Stock and 1,291,790 shares of Series C Preferred Stock, respectively. As of the date hereof, Bessemer IX and Bessemer Institutional each own 0 shares of Series C Preferred Stock. Prior to the conversion, Bessemer IX and Bessemer Insitutional owned 1,416,375 shares of Series D Preferred Stock and 1,134,730 shares of Series D Preferred Stock, respectively. As of the date hereof, Bessemer IX and Bessemer Institutional each own 0 shares of Series D Preferred Stock. Prior to the conversion, Bessemer IX and Bessemer Insitutional owned 162,695 shares of Series E Preferred Stock and 130,345 shares of Series E Preferred Stock, respectively. As of the date hereof, Bessemer IX and Bessemer Institutional each own 0 shares of Series E Preferred Stock. Prior to the conversion, Bessemer IX, Bessemer Insitutional, Bessemer Century and Bessemer Century Institutional owned 1,832,360 shares of Series F Preferred Stock, 1,468,000 shares of Series F Preferred Stock, 3,798,490 shares of Series F Preferred Stock and 601,985 shares of Series F Preferred Stock, respectively. As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional each own 0 shares of Series F Preferred Stock. As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional own 30,649,360 shares of Class B Common Stock, 24,554,820 shares of Class B Common Stock, 3,798,490 shares of Class B Common Stock, and 601,985 shares of Class B Common Stock, respectively. /s/ Kent Bennett 2021-09-27