Sec Form 3/A Filing - Elworthy Brian R @ Toast, Inc. - 2021-09-21

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3/A
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Elworthy Brian R
2. Issuer Name and Ticker or Trading Symbol
Toast, Inc. [ TOST]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
General Counsel
(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)
09/21/2021
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 ) 428,930 D
Common Stock ( 1 ) 109,175 I See footnote ( 2 )
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
Stock Option (Right to Buy) $ 1.52 ( 3 ) 02/08/2029 Common Stock ( 1 ) 375,000 D
Stock Option (Right to Buy) $ 2.21 ( 4 ) 04/21/2030 Common Stock ( 1 ) 450,000 D
Stock Option (Right to Buy) $ 20.95 ( 5 ) 06/02/2031 Common Stock ( 1 ) 60,000 D
Restricted Stock Units ( 7 ) ( 6 ) 06/02/2028 Common Stock ( 1 ) 20,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Elworthy Brian R
TOAST, INC.
401 PARK DRIVE, SUITE 801
BOSTON, MA02215
General Counsel
Signatures
/s/ Brian R. Elworthy 09/27/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Immediately prior to the completion of the Issuer's initial public offering, each share of 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 )Shares held by the Brian R. Elworthy Grantor Retained Annuity Trust of 2019.
( 3 )The shares subject to this option shall vest in twenty equal quarterly installments over five years following July 1, 2018.
( 4 )The shares subject to this option shall vest in twenty equal quarterly installments over five years following April 21, 2020.
( 5 )The shares subject to this option shall vest in twenty equal quarterly installments over five years following June 2, 2021.
( 6 )The Restricted Stock Units ("RSUs") shall vest as follows: 25% shall vest on July 1, 2022, with the remainder vesting in equal quarterly installments over the following three years, contingent upon the closing of the issuer's initial public offering.
( 7 )RSUs convert into Class B Common Stock on a one-for-one basis upon vesting and settlement.

Remarks:
This Form 3/A amends and restates the Form 3 filed by the Reporting Person on September 21, 2021 (the "Original Form 3") to correct the number of stock options reported in the first row of Table II, Column 3 (375,000). This amendment does not impact any other holdings reported in the Original Form 3.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.