Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-22-018912
Date:2022-05-17
Issuer: TOAST, INC. (TOST)
Original Submission Date:

Reporting Person:

BESSEMER VENTURE PARTNERS IX L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538

Reporting Person:

BESSEMER VENTURE PARTNERS IX INSTITUTIONAL L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538

Reporting Person:

DEER IX & CO. LTD.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVE., SUITE 104 LARCHMONT, NY 10538

Reporting Person:

DEER IX & CO. L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538

Reporting Person:

BESSEMER VENTURE PARTNERS CENTURY FUND L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538

Reporting Person:

BESSEMER VENTURE PARTNERS CENTURY FUND INSTITUTIONAL L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538

Reporting Person:

DEER X & CO. LTD.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538

Reporting Person:

DEER X & CO. L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY 10538

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2022-05-17 C 4,470,349 a $0.00 4,470,349 indirect f2,f3,f4
CLASS A COMMON STOCK 2022-05-17 J 4,470,349 d $0.00 0 indirect f3,f4
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CLASS B COMMON STOCK 0.0 2022-05-17 deemed execution date C 4,470,349 (d) class a common stock 4,470,349 $0.00 47,683,724 indirect see footnotes
Footnotes
IDfootnote
f1 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.
f2 represents 2,481,938 shares converted from class b common stock to class a common stock by bessemer venture partners ix, l.p. ("bessemer ix"), and 1,988,411 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").
f3 deer ix & co. ltd. ("deer ix ltd.") is the general partner of deer ix & co. l.p. ("deer ix l.p."), which is the general partner of each of the bessemer ix funds. deer ix ltd. and deer ix l.p. disclaim beneficial ownership of the securities held by the bessemer ix funds, and this report shall not be deemed an admission that deer ix ltd. and deer ix l.p. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the bessemer ix funds.
f4 deer x & co. ltd. ("deer x ltd.") is the general partner of deer x & co. l.p. ("deer x l.p."), which is the general partner of each of the 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"). deer x ltd. and deer x l.p. disclaim beneficial ownership of the securities held by the bessemer century funds, and this report shall not be deemed an admission that deer x ltd. and deer x l.p. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the bessemer century funds.
f5 as of the date hereof, bessemer ix, bessemer institutional, bessemer century and bessemer century institutional own 24,030,859 shares of class b common stock, 19,252,390 shares of class b common stock, 601,985 shares of class b common stock, and 3,798,490 shares of class b common stock, respectively.
f6 on may 17, 2022 the bessemer ix funds distributed, for no consideration 4,470,349 shares (collectively, the "shares"), of class a common stock to their limited partners and to deer ix l.p., 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, deer ix l.p. 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 exemptions afforded by rules 16a-13 and 16a-9 of the securities exchange act of 1934, as amended.
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