Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SCHEDULE 13D
Amendment No. 0
TOAST INC
Class A Common Shares
Cusip # 888787108
Date of Event Which Requires Filing of This Statement;
September 24, 2021
Cusip # 888787108
Item 1: Reporting Person - FMR LLC
Item 4: AF
Item 6: Delaware
Item 7: 7,039,170
Item 8: None
Item 9: 8,099,812
Item 10:None
Item 11:8,099,812
Item 13:25.548%
Item 14:HC
Cusip # 888787108
Item 1: Reporting Person - Abigail P. Johnson
Item 4: AF
Item 6: United States of America
Item 7: None
Item 8: None
Item 9: 8,099,812
Item 10:None
Item 11:8,099,812
Item 13:25.548%
Item 14:IN
Cusip # 888787108
Item 1: Reporting Person - F-Prime Capital Partners Tech Fund LP
Item 4: WC
Item 6: United States of America
Item 7: 6,703,780
Item 8: None
Item 9: 6,703,780
Item 10:None
Item 11:6,703,780
Item 13:21.145%
Item 14:IN
Cusip # 888787108
Item 1: Reporting Person - Impresa Management LLC
Item 4: AF
Item 6: United States of America
Item 7: 6,703,780
Item 8: None
Item 9: 6,703,780
Item 10:None
Item 11:6,703,780
Item 13:21.145%
Item 14:IN
Item 1. Security and Issuer.
This statement relates to the Class A Common Shares, par value
0.000001 dollar per share (the "Class A Common Shares"), of Toast Inc, a
corporation organized under the laws of Delaware, which has
its principal executive offices at 401 Park Drive, Suite 801
Boston, MA, 02215 (the "Company").
Item 2. Identity and Background.
This statement is being filed by (i) FMR LLC, a Delaware
corporation ("FMR"), (ii) Abigail P. Johnson, individual,
(iii) F-Prime Capital Partners Tech Fund LP ("F-Prime") and (iv)
Impresa Management LLC (collectively, the "Reporting Persons").
The business address and principal place of business of the Reporting Persons
is (i) 245 Summer Street, Boston, Massachusetts 02210, and (ii) 255 State
Street, Boston, Massachusetts 02109.
FMR makes this filing to reflect the securities beneficially owned, or that may
be deemed to be beneficially owned, by FMR, certain of its subsidiaries and
affiliates, and other companies (collectively, the "FMR Reporters"). This
filing does not reflect securities, if any, beneficially owned by certain
other companies whose beneficial ownership of securities is disaggregated from
that of the FMR Reporters in accordance with Securities and Exchange
Commission Release No. 34-39538 (January 12, 1998).
FMR is a diversified financial services company which provides investment
advisory and management services to the Fidelity Investments mutual funds and
to collective investment trusts, private funds and other client accounts.
The name and present principal occupation or employment and citizenship of
each of the directors and executive officers of FMR are set forth on
Schedule A, attached hereto and incorporated herein by reference.
With the exception of Abigail P. Johnson, each of the executive
officers and directors named on Schedule A disclaims beneficial
ownership of any of the Class A Shares that are the subject
of this Schedule 13D.
Members of the Johnson family, including Abigail P. Johnson, are the
predominant owners, directly or through trusts, of Series B voting common
shares of FMR, representing 49% of the voting power of FMR. The
Johnson family group and all other Series B shareholders have entered into a
shareholders' voting agreement under which all Series B voting common shares
will be voted in accordance with the majority vote of Series B voting common
shares. Accordingly, through their ownership of voting common shares and the
execution of the shareholders' voting agreement, members of the Johnson family
may be deemed, under the Investment Company Act of 1940, to form a controlling
group with respect to FMR.
Neither FMR nor Abigail P. Johnson has the sole power to vote or direct
the voting of the shares owned directly by the various investment companies
registered under the Investment Company Act advised by
Fidelity Management & Research Company LLC ("FMR Co. LLC"), a wholly owned
subsidiary of FMR, which power resides with the Fidelity Funds' Boards of
Trustees. FMR Co. LLC carries out the voting of the shares under written
guidelines established by the Fidelity Funds' Boards of Trustees.
F-Prime is a private fund which invests in technology portfolio companies
that is managed by Impresa Management LLC, the managing member of the
general partner and its investment manager. Both entities are organized
under the laws of Delaware.
Within the past five years, none of the persons named in this
Item 2 or listed on Schedule A hereto has been convicted
in any criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any
such person was or is subject to any judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violations with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The source of funds used to acquire the Class A Common Shares
is the cash held by the various accounts and funds over which the
Reporting Persons have investment discretion. This item hereby
incorporates by reference the description of F-Prime's
acquisition of common and convertible shares of the issuer and the
descriptions of the acquisitions of Class A Common Shares, each of which
is set forth in Item 5. The F-Prime Tech Fund's common and preferred
shares converted into Class B Common Shares upon the closing of the
initial public offering of the issuer on September 24, 2021. The Class B
Common Shares are convertible at the option of the holder into Class A
Common Shares, and F-Prime is therefore considered to be the beneficial
owner of the Class A Common Shares for purposes of reporting on this
Schedule.
Item 4. Purpose of Transaction.
The purpose of the acquisition of securities of the issuer is to
generate investment returns. The Reporting Persons have no plan or proposal
which relates to or would result in any of the actions or transactions
described in paragraphs (a) through (j) of the instructions to Item 4.
Depending upon future evaluations of the business
prospects of the Company and upon other developments, including, but
not limited to, general economic and business conditions and money
market and stock market conditions, the Reporting Persons may increase or
decrease their equity interest in the Company by acquiring additional
shares, or by disposing of all or a portion of the shares.
Item 5. Interest in Securities of Issuer.
FMR beneficially owns 1,396,032 shares Class A Common Stock,
which is held by investment companies, funds, collective investment trusts and
other client accounts that are advised by investment advisers which are
subsidiaries of FMR. This amount is 5.584% of the Class A Common Stock
outstanding as of closing of the issuer's public offering on
September 24, 2021, as reported in the Company's current report on
Form 8-K filed with theSEC on September 27, 2021.
F-Prime and Impresa Management LLC are deemed to beneficially own 21.145%
of the Class A Common Stock as a result of the direct ownership of 6,703,780
shares of Class B Common Stock of Toast Inc., which converts to Class B Common
Stock at the election of the holder at an exchange rate of 1:1. This percentage
is based on 31,703,780 shares of Class A Common Stock outstanding, which is the
sum of (i) 25,000,000 shares of Class A Common Stock outstanding as of closing
of the issuer's public offering on September 24, 2021, as reported in the
Company's current report on Form 8-K filed with the SEC on September 27, 2021
and (ii) the 6,703,780 shares of Class A Common Stock that F-Prime and
Impresa Management LLC have the right to acquire upon conversion of
Class B common Stock, which shares have been added to the total shares of
Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i)(D) under the
Exchange Act.
Assuming the conversion of all outstanding shares of Class B Common Stock into
Class A Common Stock, the 6,703,780 shares of Class A Common Stock reported as
being beneficially owned by F-Prime and Impresa Management LLC would represent
1.333% of the outstanding Class A Common Stock.
The responses to Items 7 and 9 on the cover page are hereby
incorporated by reference.
Schedule C is hereby incorporated by reference.
Item 6. Contract, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
In connection with the Company's convertible preferred stock financings
prior to the Company's initial public offering, F-Prime entered into an
investors' rights agreement with the Company and certain holders of the
Company's capital stock that granted registration rights and information
rights, among other matters to F-Prime. The investors' rights agreement
terminated upon the closing of the Company's initial public offering, except
for the registration rights granted therein.
In connection with the Company's initial public offering, F-Prime signed a
lock-up agreement in which it agreed not to sell, transfer, or otherwise dispose
of the Company's capital stock until 180 days after the date of the initial
public offering, subject to certain exceptions, without the prior written
consent of the underwriters. In certain circumstances the restricted period
may be less than 180 days for certain shares of the Company's capital stock
held by F-Prime.
Item 7. Material to be Filed as Exhibits.
Exhibit A - Investors Rights Agreement (1)
Exhibit B - Form of Lock-Up Agreement (2)
(1)Incorporated by reference as Exhibit 4.2 to the Company's Form S-1 filed
with the SEC on August 27, 2021.
(2)Incorporated by reference as part of the Underwriting Agreement filed as
Exhibit 1.1 to the Company's Form S-1 filed with the SEC on August 27, 2021.
SCHEDULE A
The name and present principal occupation or employment of each executive
officer and director of FMR LLC are set forth below. The business address
of each person is 245 Summer Street, Boston, Massachusetts 02210, and the
address of the corporation or organization in which such employment is
conducted is the same as this business address. All of the persons listed
below are U.S. citizens.
POSITION WITH PRINCIPAL
NAME FMR LLC OCCUPATION
Abigail P. Johnson CEO, Director, & CEO, Director, & Chairman
Chairman of the of the Board, FMR LLC
Board
Edward C. Johnson, IV Director Director, FMR LLC &
President of Pembroke
Real Estate
Gerard McGraw Director Director, FMR LLC &
Executive Vice President
Jonathan Chiel Executive Vice Executive Vice President,
President, & & General Counsel
General Counsel
James C. Curvey Director & Vice Director, FMR LLC &
Chairman Vice Chairman
John J. Remondi Director & Executive Director, FMR LLC &
Vice President Executive Vice President
Michael E. Wilens Director Director, FMR LLC
Margaret Serravalli Chief Financial Chief Financial
Officer Officer
Kevin Barry Executive Officer Executive Officer,
FMR LLC & President
Ronald DePoalo Executive Officer Executive Officer,
FMR LLC & Head of Fund
& Brokerage Operations
Michael Durbin Executive Officer Executive Officer,
FMR LLC & Head of Fidelity
Institutional
Bart Grenier Executive Officer Executive Officer,
FMR LLC & Head of Asset
Management
James Macdonald Executive Officer Executive Officer,
FMR LLC
Kathleen Murphy Executive Officer Executive Officer,
FMR LLC & Head of
Personal Investing
Roger Stiles Executive Officer Executive Officer,
FMR LLC, Head of Technology
& Global Services
The name and present principal occupation or employment of each executive
officer and director of Impresa Management LLC are set forth below.
The business address of each person is 255 State Street, Boston, Massachusetts
02109, and the address of the corporation or organization in which such
employment is conducted is the same as this business address. All of
the persons listed below are U.S. citizens.
POSITION WITH PRINCIPAL
NAME IMPRESA MANAGEMENT OCCUPATION
LLC
Abigail P. Johnson Director Director, Impresa Management
LLC & CEO
Edward C. Johnson, IV Director Director, Impresa Management
LLC & President of Pembroke
Real Estate
Lane MacDonald Director & Director, Impresa Management
Executive Officer LLC, President & CIO
Gerard McGraw Director Director, Impresa Management
LLC & Executive Vice President
John J. Remondi Director Director, Impresa Management
LLC & Executive Vice
President
Steven F. Schiffman Executive Officer Executive Officer, Impresa
Management LLC & Chief Financial
Officer
Steve Knight Executive Officer Executive Officer, Impresa
Management LLC & Investment
Professional
SCHEDULE C
During the past 60 days, the following transactions occurred
in the Class A Common Shares for cash in the open market as set forth below.
Number of Shares Price Per
Date Purchased/(Sold) Share
9/22/2021 1,875,000 $40.00
9/22/2021 (23,415) $63.00
9/22/2021 (30,564) $61.84
9/22/2021 (53,036) $61.66
9/22/2021 (152,000) $60.49
9/22/2021 (77,200) $61.47
9/22/2021 (24,400) $63.39
9/22/2021 (33,700) $64.42
9/23/2021 (13,100) $59.92
9/23/2021 (10,600) $60.92
9/23/2021 (9,100) $60.34
9/24/2021 (32,300) $55.75
9/29/2021 (4,700) $51.52
9/30/2021 (17,915) $51.29
10/1/2021 (30) $50.57
10/4/2021 2,162 $51.74
10/4/2021 930 $51.60
_______________________
*all transactions above were effected on behalf of mutual funds, collective
investment trusts, and other client accounts advised by subsidiaries
of FMR LLC.
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.
RULE 13d-1(k)(1) AGREEMENT
The undersigned persons, on October 5, 2021, agree and consent to the joint
filing on their behalf of this Schedule 13D in connection with their
beneficial ownership of the Class A Common Shares of Toast Inc at October 4,
2021.
FMR LLC
By /s/ Kevin M. Meagher
Kevin M. Meagher
Duly authorized under Power of Attorney effective as of September 28, 2018, by
and on behalf of FMR LLC and its direct and indirect subsidiaries*
Abigail P. Johnson
By /s/ Kevin M. Meagher
Kevin M. Meagher
Duly authorized under Power of Attorney effective as of September 30, 2018, by
and on behalf of Abigail P. Johnson*
F-Prime Capital Partners Tech Fund LP
By F-Prime Capital Partners Tech Advisors Fund LP, its General Partner
By Impresa Holdings LLC, its General Partner
By Impresa Management LLC, its Managing Member
By /s/ Kevin M. Meagher
Duly authorized under Power of Attorney effective as of September 28, 2018, by
and on behalf of Impresa Management LLC**
Impresa Management LLC
By /s/ Kevin M. Meagher
Duly authorized under Power of Attorney effective as of September 28, 2018 by
and on behalf of Impresa Management LLC**
* This power of attorney is incorporated herein by reference to Exhibit 24
to the Schedule 13G filed by FMR LLC on October 9, 2018, accession number:
0000315066-18-002414.
**This power of attorney is incorporated herein by reference to Exhibit 24 to
this Schedule 13D filed by FMR LLC on October 5, 2021.