Sec Form 4 Filing - Bessemer Venture Partners IX L.P. @ Toast, Inc. - 2023-05-23

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 Bessemer Venture Partners IX L.P. 2. Issuer Name and Ticker or Trading Symbol Toast, Inc. [ TOST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS, 1865 PALMER AVENUE, SUITE 104 3. Date of Earliest Transaction (MM/DD/YY) 05/23/2023 (Street) LARCHMONT, NY10538 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 05/23/2023 C 1,470,024 ( 2 ) A $ 0 ( 1 ) 1,470,024 ( 2 ) I See footnotes ( 2 ) ( 3 ) ( 4 ) Class A Common Stock 05/23/2023 S 1,470,024 ( 5 ) D $ 21.22 ( 5 ) 0 I See footnotes ( 3 ) ( 4 ) Class A Common Stock 05/24/2023 C 510,209 ( 6 ) A $ 0 ( 1 ) 510,209 ( 6 ) I See footnotes ( 3 ) ( 4 ) ( 6 ) Class A Common Stock 05/24/2023 S 510,209 ( 7 ) D $ 21.27 ( 7 ) 0 I See footnotes ( 3 ) ( 4 )

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 ) 05/23/2022 C 1,470,024 ( 2 ) ( 1 ) ( 1 ) Class A Common Stock 1,470,024 ( 2 ) $ 0 ( 1 ) 28,741,964 ( 3 ) ( 4 ) ( 8 ) I See footnotes ( 3 ) ( 4 ) ( 8 ) Class B Common Stock ( 1 ) 05/24/2022 C 510,209 ( 5 ) ( 1 ) ( 1 ) Class A Common Stock 510,209 ( 5 ) $ 0 ( 1 ) 28,231,755 ( 3 ) ( 4 ) ( 9 ) I See footnotes ( 3 ) ( 4 ) ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bessemer Venture Partners IX L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X Bessemer Venture Partners IX Institutional L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X Deer IX & Co. Ltd. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 LARCHMONT, NY10538 X Deer IX & Co. L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X Bessemer Venture Partners Century Fund L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X Bessemer Venture Partners Century Fund Institutional L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X Deer X & Co. L.P. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X Deer X & Co. Ltd. C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 LARCHMONT, NY10538 X Signatures /s/ Scott Ring, General Counsel, Deer IX & Co. Ltd., the General Partner of Deer IX & Co. L.P., the General Partner of Bessemer Venture Partners IX L.P. 05/25/2023 Signature of Reporting Person Date /s/ Scott Ring, General Counsel, Deer IX & Co. Ltd., the General Partner of Deer IX & Co. L.P., the General Partner of Bessemer Venture Partners IX Institutional L.P. 05/25/2023 Signature of Reporting Person Date /s/ Scott Ring, General Counsel, Deer X & Co. Ltd., the General Partner of Deer X & Co. L.P., the General Partner of Bessemer Venture Partners Century Fund L.P. 05/25/2023 Signature of Reporting Person Date /s/ Scott Ring, General Counsel, Deer X & Co. Ltd., the General Partner of Deer X & Co. L.P., the General Partner of Bessemer Venture Partners Century Fund Institutional L.P. 05/25/2023 Signature of Reporting Person Date /s/ Scott Ring, General Counsel, Deer IX & Co. Ltd., the General Partner of Deer IX & Co. L.P. 05/25/2023 Signature of Reporting Person Date /s/ Scott Ring, General Counsel, Deer IX & Co. Ltd. 05/25/2023 Signature of Reporting Person Date /s/ Scott Ring, General Counsel, Deer X & Co. Ltd., the General Partner of Deer X & Co. L.P. 05/25/2023 Signature of Reporting Person Date /s/ Scott Ring, General Counsel, Deer X & Co. Ltd. 05/25/2023 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 694,000 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX, L.P. ("Bessemer IX"), 556,000 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"), 30,099 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners Century Fund L.P. ("Bessemer Century") and 189,925 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners Century Fund Institutional L.P. ("Bessemer Century Institutional" and collectively "Bessemer Century Funds"). ( 3 )Deer IX & Co. Ltd. ("Deer IX Ltd.") is the general partner of Deer IX & Co. L.P. ("Deer IX L.P."), which is the general partner of each of the Bessemer IX Funds. Deer IX Ltd. and Deer IX L.P. disclaim beneficial ownership of the securities held by the Bessemer IX Funds, and this report shall not be deemed an admission that Deer IX Ltd. and Deer IX L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Bessemer IX Funds. ( 4 )Deer X & Co. Ltd. ("Deer X Ltd.") is the general partner of Deer X & Co. L.P. ("Deer X L.P."), which is the general partner of the Bessemer Century Funds. Deer X Ltd. and Deer X L.P. disclaim beneficial ownership of the securities held by the Bessemer Century Funds, and this report shall not be deemed an admission that Deer X Ltd. and Deer X L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Bessemer Century Funds. ( 5 )On May 23, 2023, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional, sold 694,600 shares, 556,000 shares, 30,099 shares and 189,925 shares of Class A Common Stock of Toast, Inc., respectively, at a weighted average price of $21.22. These shares were sold in multiple transactions at prices ranging from $20.89 to $21.58. 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. ( 6 )Represents 283,268 shares converted from Class B Common Stock to Class A Common Stock by Bessemer IX, 226,941 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Institutional. ( 7 )On May 24, 2023, Bessemer IX and Bessemer Institutional, sold 283,268 shares and 226,941 shares, of Class A Common Stock of Toast, Inc., respectively, at a weighted average price of $21.27. These shares were sold in multiple transactions at prices ranging from $21.09 to $21.37. 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 )After the May 23, 2023 sales, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional own 14,369,428 shares of Class B Common Stock, 11,512,109 shares of Class B Common Stock, 391,306 shares of Class B Common Stock, and 2,469,121 shares of Class B Common Stock, respectively. ( 9 )8. As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional own 14,086,160 shares of Class B Common Stock, 11,285,168 shares of Class B Common Stock, 391,306 shares of Class B Common Stock, and 2,469,121 shares of Class B Common Stock, respectively.

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