0000950170-24-019500.txt : 20240223 0000950170-24-019500.hdr.sgml : 20240223 20240223173054 ACCESSION NUMBER: 0000950170-24-019500 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240221 FILED AS OF DATE: 20240223 DATE AS OF CHANGE: 20240223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bennett Richard Kent CENTRAL INDEX KEY: 0001860725 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40819 FILM NUMBER: 24672785 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] ORGANIZATION NAME: 06 Technology IRS NUMBER: 454168768 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 401 PARK DRIVE CITY: BOSTON STATE: MA ZIP: 02215 BUSINESS PHONE: 617-297-1005 MAIL ADDRESS: STREET 1: 401 PARK DRIVE CITY: BOSTON STATE: MA ZIP: 02215 4 1 ownership.xml 4 X0508 4 2024-02-21 0001650164 Toast, Inc. TOST 0001860725 Bennett Richard Kent TOAST, INC. 401 PARK DRIVE, SUITE 801 BOSTON MA 02215 true false false false false Class A Common Stock 2024-02-21 4 C false 0 0.00 A 0 I See footnotes Class A Common Stock 2024-02-21 4 S false 0 0.00 D 0 I See footnotes Class A Common Stock 396800 D Class B Common Stock 2024-02-21 4 C false 0 0 D Class A Common Stock 0 0 I See footnotes 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. Represents 1,661,581 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX, L.P. ("Bessemer IX") and 1,318,652 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX Institutional, L.P. ("Bessemer Institutional", and together with Bessemer IX, the "Bessemer IX Funds"). On February 21, 2024 the Bessemer IX Funds distributed, for no consideration 2,980,233 shares (collectively, the "Shares"), of Class A Common Stock to their limited partners and to Deer IX L.P. ("Deer IX") representing each such partner's pro rata interest in such Shares. On the same date, one or more of such limited partner(s) distributed, for no consideration, the Shares to certain of its or their members in an amount equal to each such member's or members' respective pro rata interests in the Shares. Finally, on the same date, the Deer IX distributed, for no consideration, the Shares it received from the distributions to its partners in an amount equal to each such partner's pro rata interest in the Shares. All of the aforementioned distributions were made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. 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 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") 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. (Continued from footnote 4) This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities. Includes 132,876 shares of Class A Common Stock received by the Reporting Person in one or more pro rata distributions-in-kind from the Bessemer IX Funds, Bessemer Century Funds, and the Deer Funds on December 15, 2023, which distributions were made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. Includes 88,707 shares of Class A Common Stock received by the Reporting Person in one or more pro rata distributions-in-kind from the Bessemer IX Funds and the Deer Funds on February 21, 2024, which distributions were made in accordance with the exemption afforded by Rules 16a-13 and 16a-9 of the Securities Exchange Act of 1934, as amended. Includes 11,292 Class A Common Stock received by the Reporting Person related to equity grants issued by the Company. The Reporting Person has agreed to assign to Deer Management Co, LLC the right to any shares issuable pursuant to this grant or any proceeds from the sale thereof. These shares are held directly by the reporting person. As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional own 8,053,673 shares of Class B Common Stock, 6,495,984 shares of Class B Common Stock, 391,306 shares of Class B Common Stock, and 2,469,121 shares of Class B Common Stock, respectively. /s/ Kent Bennett 2024-02-23