Sec Form 4 Filing - Fredette Stephen @ Toast, Inc. - 2022-03-03

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 Fredette Stephen 2. Issuer Name and Ticker or Trading Symbol Toast, Inc. [ TOST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Co-President (Last) (First) (Middle) TOAST, INC., 401 PARK DRIVE, SUITE 801 3. Date of Earliest Transaction (MM/DD/YY) 03/03/2022 (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 Class A Common Stock 03/03/2022 C( 1 ) 1,336,616 A 4,279,485 D Class A Common Stock 03/03/2022 C( 1 ) 227,448 A 419,991 I By the SHFA Family Trust Class A Common Stock 03/03/2022 C( 1 ) 1,314,577 A 2,326,729 I By the SHFA 2021 Nominee Trust Class A Common Stock 37,500 I By the Fredette Family Nominee Trust

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 ) 03/03/2022 C( 1 ) 1,336,616 ( 2 ) ( 2 ) Class A Common Stock 1,336,616 $ 0 19,173,555 D Class B Common Stock ( 2 ) 03/03/2022 C( 1 ) 227,448 ( 2 ) ( 2 ) Class A Common Stock 227,448 $ 0 1,580,009 I By the SHFA Family Trust Class B Common Stock ( 2 ) 03/03/2022 C( 1 ) 1,314,577 ( 2 ) ( 2 ) Class A Common Stock 1,314,577 $ 0 4,506,606 I By the SHFA 2021 Nominee Trust Class B Common Stock ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 712,500 712,500 I By the Fredette Family Nominee Trust Restricted Stock Units ( 3 ) 03/03/2022 J( 1 ) 25,000 ( 4 ) ( 4 ) Class B Common Stock 25,000 $ 0 0 D Restricted Stock Units ( 3 ) 03/03/2022 J( 1 ) 25,000 ( 4 ) ( 4 ) Class A Common Stock 25,000 $ 0 25,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fredette Stephen TOAST, INC. 401 PARK DRIVE, SUITE 801 BOSTON, MA02215 X X Co-President Signatures /s/ Monica Kleinman, as Attorney-in-Fact 03/07/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the voluntary conversion of Class B Common Stock into Class A Common Stock on a one-for-one basis. ( 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 )In connection with the voluntary conversion described in footnote 1, the outstanding Restricted Stock Units ("RSUs") convertible into Class B Common Stock remain unchanged, except that the RSUs are now convertible into Class A Common Stock upon vesting and settlement. ( 4 )The RSUs shall vest as follows: 25% on April 1, 2022, with the remainder vesting in equal quarterly installments over the following three years.

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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