Sec Form 3 Filing - Bennett Richard Kent @ Toast, Inc. - 2021-09-21

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Bennett Richard Kent 2. Issuer Name and Ticker or Trading Symbol Toast, Inc. [ TOST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) TOAST, INC., 401 PARK DRIVE, SUITE 801 3. Date of Earliest Transaction (MM/DD/YY) 09/21/2021 (Street) BOSTON, MA02215 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock ( 1 ) 0 ( 2 ) I See footnote ( 2 ) ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series B Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock ( 1 ) 0 ( 5 ) I See footnotes ( 3 ) ( 5 ) Series C Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock ( 1 ) 0 ( 6 ) I See footnotes ( 3 ) ( 6 ) Series D Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock ( 1 ) 0 ( 7 ) I See footnotes ( 3 ) ( 7 ) Series E Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock ( 1 ) 0 ( 8 ) I See footnotes ( 3 ) ( 8 ) Series F Preferred Stock ( 4 ) ( 4 ) ( 4 ) Common Stock ( 1 ) 0 ( 9 ) I See footnotes ( 3 ) ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bennett Richard Kent TOAST, INC. 401 PARK DRIVE, SUITE 801 BOSTON, MA02215 X Signatures /s/ Kent Bennett 09/21/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Immediately prior to the completion of the Issuer's initial public offering, each share of the Issuer's common stock ("Common Stock") shall be reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. Each outstanding share of Class B Common Stock will be 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. ( 2 )As of the date hereof, Bessemer Venture Partners IX L.P. ("Bessemer IX"), Bessemer Venture Partners IX Institutional L.P. ("Bessemer Institutional" and together with Bessemer IX, the "Bessemer IX Funds"), 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") own 2,704,780 shares of Issuer Common Stock, 2,166,945 shares of Common Stock, 0 shares of Common Stock and 0 shares of Common Stock respectively. The Bessemer IX Funds and Bessemer Century Funds shall collectively be referred to herein as the Bessemer Funds. ( 3 )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 the Bessemer Century Funds by virtue of his interest in (1) Deer IX & Co. L.P., the general partner of the Bessemer IX Funds, (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. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities. ( 4 )Each share of the Issuer's Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock will automatically convert into shares of Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date. ( 5 )As of the date hereof, Bessemer IX and Bessemer Institutional own Series B Preferred Stock that is convertible into 22,920,735 shares of Common Stock and 18,363,010 shares of Common Stock, respectively. ( 6 )As of the date hereof, Bessemer IX and Bessemer Institutional own Series C Preferred Stock that is convertible into 1,612,415 shares of Common Stock and 1,291,790 shares of Common Stock, respectively. ( 7 )As of the date hereof, Bessemer IX and Bessemer Institutional own Series D Preferred Stock that is convertible into 1,416,375 shares of Common Stock and 1,134,730 shares of Common Stock, respectively. ( 8 )As of the date hereof, Bessemer IX and Bessemer Institutional own Series E Preferred Stock that is convertible into 162,695 shares of Common Stock and 130,345 shares of Common Stock, respectively. ( 9 )As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional L.P. own Series F Preferred Stock that is convertible into 1,832,360 shares of Common Stock, 1,468,000 shares of Common Stock, 3,798,490 shares of Common Stock and 601,985 shares of Common Stock, respectively.

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 4(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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