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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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SCHEDULE 13D
Amendment No. 2
TOAST INC
Class A Common Shares
Cusip # 888787108
Date of Event Which Requires Filing of This Statement;
November 19, 2021
Cusip # 888787108
Item 1: Reporting Person - FMR LLC
Item 4: AF
Item 6: Delaware
Item 7: 6,136,835
Item 8: None
Item 9: 6,623,640
Item 10:None
Item 11:6,623,640
Item 13:8.339%
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: 6,623,640
Item 10:None
Item 11:6,623,640
Item 13:8.339%
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: 5,939,039
Item 8: None
Item 9: 5,939,039
Item 10:None
Item 11:5,939,039
Item 13:7.477%
Item 14:PN
Cusip # 888787108
Item 1: Reporting Person - Impresa Management LLC
Item 4: AF
Item 6: United States of America
Item 7: 5,939,039
Item 8: None
Item 9: 5,939,039
Item 10:None
Item 11:5,939,039
Item 13:7.477%
Item 14:IA
This statement constitutes Amendment No. 2 ("Amendment No. 2")
to the Schedule 13D originally filed with the Securities and
Exchange Commission on October 5, 2021 (the "Original Schedule 13D"),
which Original Schedule 13D was amended by Amendment No. 1 ("Amendment No. 1")
to the Original Schedule 13D filed on November 12, 2021, and 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").
Except as specifically amended by this Amendment No. 2, the
Original Schedule 13D is unchanged.
Item 5. Interest in Securities of Issuer.
Item 5 of the Schedule 13D is hereby amended and restated as follows:
FMR beneficially owns 684,601 shares of 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 0.928% of the Class A Common Stock
outstanding as reported in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2021 filed with the Securities and
Exchange Commission on November 9, 2021.
F-Prime and Impresa Management LLC converted 1,005,567 Class B Common Stock
into Class A Common Stock per the conversion terms of the Class B Common Stock.
F-Prime and Impresa Management LLC are deemed to beneficially own 7.780%
of the Class A Common Stock as a result of the direct ownership of
(i) 240,826 shares of Class A Common Stock, and (i) 5,698,213
shares of Class B Common Stock of Toast Inc., which converts to Class A Common
Stock at the election of the holder at an exchange rate of 1:1. This percentage
is based on 79,428,350 shares of Class A Common Stock outstanding, which is the
sum of (i) 73,730,137 Class A Common Stock outstanding as reported in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2021 filed with the Securities and Exchange Commission
on November 9, 2021 and (ii) the 5,698,213 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 5,939,039 shares of Class A Common Stock reported as
being beneficially owned by F-Prime and Impresa Management LLC would represent
1.176% 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.
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.
(i) FMR LLC effected the following transactions:
Number of Shares Price Per
Date Purchased/(Sold) Share
09/22/2021 1,875,000 $40.00
09/22/2021 (23,415) $63.00
09/22/2021 (30,564) $61.84
09/22/2021 (53,036) $61.66
09/22/2021 (152,000) $60.49
09/22/2021 (77,200) $61.47
09/22/2021 (24,400) $63.39
09/22/2021 (33,700) $64.42
09/23/2021 (13,100) $59.92
09/23/2021 (10,600) $60.92
09/23/2021 (9,100) $60.34
09/24/2021 (32,300) $55.75
09/29/2021 (4,700) $51.52
09/30/2021 (17,915) $51.29
10/01/2021 (30) $50.57
10/04/2021 2,162 $51.74
10/04/2021 930 $51.60
10/05/2021 (20) $54.68
10/20/2021 (11) $52.33
10/29/2021 (800) $55.90
11/01/2021 (66,962) $53.85
11/03/2021 (1,000) $54.54
11/03/2021 5,200 $56.01
11/05/2021 (38) $64.09
11/15/2021 (164,740) $47.80
11/15/2021 (247,800) $48.03
11/16/2021 (135,680) $47.91
11/16/2021 (99,580) $47.95
*all transactions above were effected on behalf of mutual funds, collective
investment trusts, and other client accounts advised by subsidiaries
of FMR LLC.
_______________________
(ii) F-Prime effected the following transactions:
Number of Shares Price Per
Date Purchased/(Sold) Share
11/18/2021 (42,269) $44.26
11/19/2021 (240,824) $43.93
11/22/2021 (240,824) $43.99
11/23/2021 (240,824) $41.48
*The price reported is a weighted-average price.
_______________________
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 November 23, 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 November 23,
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
the Schedule 13D filed by FMR LLC on October 5, 2021, accession number:
0000315066-21-001738.