Sec Form 4 Filing - Bennett Richard Kent @ Toast, Inc. - 2022-12-14

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

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 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) 12/14/2022 (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 12/14/2022 C 0( 2 ) A $ 0( 1 ) 0( 2 ) I See footnotes( 2 )( 4 )( 5 ) Class A Common Stock 12/14/2022 S 0( 3 ) A $ 0( 3 ) 0 I See footnotes( 4 )( 5 ) Class A Common Stock 12/15/2022 C 0( 6 ) A $ 0( 1 ) 0( 6 ) I See footnotes( 4 )( 5 )( 6 ) Class A Common Stock 12/15/2022 S 0( 7 ) D $ 0( 7 ) 0 I See footnotes( 4 )( 5 ) Class A Common Stock 790 D( 8 )

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 ( 1 ) 12/14/2022 C 0( 2 ) ( 1 ) ( 1 ) Class A Common Stock 0( 2 ) $ 0( 1 ) 0( 4 )( 5 )( 9 ) I See footnotes( 4 )( 5 )( 9 ) Class B Common Stock ( 1 ) 12/15/2022 C 0( 6 ) ( 1 ) ( 1 ) Class A Common Stock 0( 6 ) $ 0( 1 ) 0( 4 )( 5 )( 10 ) I See footnotes( 4 )( 5 )( 10 )

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 12/16/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Represents 311,755 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX, L.P. ("Bessemer IX") and 249,763 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX Institutional, L.P. ("Bessemer Institutional", and together with Bessemer IX, the "Bessemer IX Funds"). ( 3 )On December 14, 2022, Bessemer IX and Bessemer Institutional sold 311,755 shares and 249,763 shares of Class A Common Stock, respectively, at a weighted average price of $19.81. These shares were sold in multiple transactions at prices ranging from $19.34 to $20.13, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 4 )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, and (2) Deer X & Co. L.P., the general partner of Bessemer Century Funds. Deer X Ltd. and Deer X L.P. disclaim beneficial ownership of the securities held by 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") and (3) certain other indirect limited partnership interests in certain of the Bessemer Funds. ( 5 )(Continued from Footnote 4) 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. ( 6 )Represents 75,336 shares converted from Class B Common Stock to Class A Common Stock by Bessemer IX and 60,356 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Institutional. ( 7 )On December 15, 2022, Bessemer IX and Bessemer Institutional sold 75,336 shares and 60,356 shares of Class A Common Stock, respectively, at a weighted average price of $19.08. These shares were sold in multiple transactions at prices ranging from $19.00 to $19.33, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. ( 8 )The shares are directly held by the Reporting Person. ( 9 )After the transaction reported in footnote 2, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional own 17,226,432 shares of Class B Common Stock, 13,801,006 shares of Class B Common Stock, 451,505 shares of Class B Common Stock, and 2,848,970 shares of Class B Common Stock, respectively. ( 10 )As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional own 17,538,187 shares of Class B Common Stock, 14,050,769 shares of Class B Common Stock, 451,505 shares of Class B Common Stock, and 2,848,970 shares of Class B 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).

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.