SEC FORM 3

SEC Form 3

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^*

Grimm Jonathan

(Last)

(First)

(Middle)

TOAST, INC.

401 PARK DRIVE, SUITE 801

(Street)

BOSTON

02215

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/28/2022

3. Issuer Name and Ticker or Trading Symbol
Toast, Inc. [ TOST ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

5. 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 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)
Class A Common Stock	1,684,674	I	See footnote⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	21,536,615	⁽²⁾	I	See footnote⁽¹⁾
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	2,040,000	⁽²⁾	I	See footnote⁽³⁾
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	510,000	⁽²⁾	I	See footnote⁽⁴⁾
Class B Common Stock	⁽²⁾	⁽²⁾	Class A Common Stock	510,000	⁽²⁾	I	See footnote⁽⁵⁾
Stock Option (Right to Buy)	⁽⁶⁾	02/08/2029	Class B Common Stock	1,425,000	$1.514	D
Stock Option (Right to Buy)	⁽⁷⁾	03/22/2031	Class B Common Stock	75,000	$15.264	D
Restricted Stock Units	⁽⁸⁾	⁽⁹⁾	Class B Common Stock	25,000	⁽⁹⁾	D

Explanation of Responses:

1. Shares held by The Jonathan M. Grimm Trust.

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 Jonathan M. Grimm 2020 Grantor Retained Annuity Trust.

4. Shares held by The Grimm Children GST-Exempt Irrevocable Trust FBO Grayson Grimm.

5. Shares held by The Grimm Children GST-Exempt Irrevocable Trust FBO Lily Grimm.

6. The shares subject to this option are fully vested and exercisable as of the date hereof.

7. The shares subject to this option shall vest in twenty equal quarterly installments over five years following March 22, 2021.

8. The Restricted Stock Units ("RSUs") shall vest as follows: 25% shall vest on April 1, 2022, with the remainder vesting in equal quarterly installments over the following three years.

9. The RSUs convert into Class B Common Stock on a one-for-one basis upon vesting and settlement.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Monica Kleinman, Attorney-in-Fact for Jonathan M. Grimm	02/07/2022
	** 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 5 (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).
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