Sec Form 4 Filing - Narang Aman @ Toast, Inc. - 2021-09-24

FORM 4 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 Narang Aman 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 X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) TOAST, INC., 401 PARK DRIVE, SUITE 801 3. Date of Earliest Transaction (MM/DD/YY) 09/24/2021 (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 09/24/2021 J( 1 ) 23,772,840 D 0 D Common Stock 09/24/2021 J( 1 ) 200,000 D 0 I See footnote ( 3 ) Common Stock 09/24/2021 J( 1 ) 93,675 D 0 I See footnote ( 4 ) Common Stock 09/24/2021 J( 1 ) 65,665 D 0 I See footnote ( 5 ) Common Stock 09/24/2021 J( 1 ) 65,665 D 0 I See footnote ( 6 ) Common Stock 09/24/2021 J( 1 ) 17,735 D 0 I See footnote ( 7 )

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 Class B Common Stock ( 2 ) 09/24/2021 J( 1 ) 23,772,840 ( 2 ) ( 2 ) Class A Common Stock 23,772,840 $ 0 23,772,840 D Class B Common Stock ( 2 ) 09/24/2021 J( 1 ) 200,000 ( 2 ) ( 2 ) Class A Common Stock 200,000 $ 0 200,000 I See footnote ( 3 ) Class B Common Stock ( 2 ) 09/24/2021 J( 1 ) 93,675 ( 2 ) ( 2 ) Class A Common Stock 93,675 $ 0 93,675 I See footnote ( 4 ) Class B Common Stock ( 2 ) 09/24/2021 J( 1 ) 65,665 ( 2 ) ( 2 ) Class A Common Stock 65,665 $ 0 65,665 I See footnote ( 5 ) Class B Common Stock ( 2 ) 09/24/2021 J( 1 ) 65,665 ( 2 ) ( 2 ) Class A Common Stock 65,665 $ 0 65,665 I See footnote ( 6 ) Class B Common Stock ( 2 ) 09/24/2021 J( 1 ) 17,735 ( 2 ) ( 2 ) Class A Common Stock 17,735 $ 0 17,735 I See footnote ( 7 ) Stock Option (Right to Buy) $ 1.52 09/24/2021 J( 1 ) 1,662,500 ( 8 ) 02/08/2029 Common Stock 1,662,500 $ 0 0 D Stock Option (Right to Buy) $ 1.52 09/24/2021 J( 1 ) 1,662,500 ( 8 ) 02/08/2029 Class B Common Stock ( 2 ) 1,662,500 $ 0 1,662,500 D Stock Option (Right to Buy) $ 1.52 09/24/2021 J( 1 ) 1,425,000 ( 9 ) 02/08/2029 Common Stock 1,425,000 $ 0 0 D Stock Option (Right to Buy) $ 1.52 09/24/2021 J( 1 ) 1,425,000 ( 9 ) 02/08/2029 Class B Common Stock ( 2 ) 1,425,000 $ 0 1,425,000 D Stock Option (Right to Buy) $ 15.27 09/24/2021 J( 1 ) 75,000 ( 10 ) 03/22/2031 Common Stock 75,000 $ 0 0 D Stock Option (Right to Buy) $ 15.27 09/24/2021 J( 1 ) 75,000 ( 10 ) 03/22/2031 Class B Common Stock ( 2 ) 75,000 $ 0 75,000 D Restricted Stock Units ( 11 ) 09/24/2021 J( 1 ) 25,000 ( 12 ) 03/22/2028 Common Stock 25,000 $ 0 0 D Restricted Stock Units ( 11 ) 09/24/2021 J( 1 ) 25,000 ( 12 ) 03/22/2028 Class B Common Stock ( 2 ) 25,000 $ 0 25,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Narang Aman TOAST, INC. 401 PARK DRIVE, SUITE 801 BOSTON, MA02215 X See Remarks Signatures /s/ Brian R. Elworthy, as Attorney-in-Fact 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 was reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. ( 2 )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. ( 3 )Shares held by the Narang Family Irrevocable Trust FBO Fitzgerald Family. ( 4 )Shares held by the Narang Family Irrevocable Trust FBO Varun Narang. ( 5 )Shares held by the Narang Family Irrevocable Trust FBO Lia Narang. ( 6 )Shares held by the Narang Family Irrevocable Trust FBO Noah Narang. ( 7 )Shares held by the Narang Family Irrevocable Trust FBO Vijay and Madhu Narang. ( 8 )The option was originally granted for 3,325,000 shares, of which 1,662,500 shares were early exercised. The shares subject to this option vest as follows: 207,810 shares vest on October 1, 2021, 207,815 shares vest on January 1, 2022, 207,810 shares vest on April 1, 2022, 207,815 shares vest on July 1, 2022, 207,810 shares vest on October 1, 2022, 207,815 shares vest on January 1, 2023, 207,810 shares vest on April 1, 2023, and 207,815 shares vest on July 1, 2023. ( 9 )The shares subject to this option are fully vested and exercisable as of the date hereof. ( 10 )The shares subject to this option shall vest in twenty equal quarterly installments over five years following March 22, 2021. ( 11 )The Restricted Stock Units ("RSUs") convert into Class B Common Stock on a one-for-one basis upon vesting and settlement. ( 12 )The RSUs shall vest as follows: 25% on April 1, 2022, with the remainder vesting in equal quarterly installments over the following three years.

Remarks: Chief Operating Officer and Co-President

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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