Sec Form 3 Filing - Technology Crossover Management X, Ltd. @ 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
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
Technology Crossover Management X, Ltd.
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) X __ Other (specify below)
May be part of a 13(d) group
(Last) (First) (Middle)
C/O TCV, 250 MIDDLEFIELD ROAD
3. Date of Earliest Transaction (MM/DD/YY)
09/21/2021
(Street)
MENLO PARK, CA94025
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
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 ) ( 1 ) ( 1 ) Class A Common Stock 26,057,515 ( 2 ) I See footnotes ( 2 ) ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Technology Crossover Management X, Ltd.
C/O TCV
250 MIDDLEFIELD ROAD
MENLO PARK, CA94025
X May be part of a 13(d) group
Technology Crossover Management X, L.P.
C/O TCV
250 MIDDLEFIELD ROAD
MENLO PARK, CA94025
X May be part of a 13(d) group
TCV X, L.P.
C/O TCV
250 MIDDLEFIELD ROAD
MENLO PARK, CA94025
X May be part of a 13(d) group
TCV X (A), L.P.
C/O TCV
250 MIDDLEFIELD ROAD
MENLO PARK, CA94025
X May be part of a 13(d) group
TCV X (B), L.P.
C/O TCV
250 MIDDLEFIELD ROAD
MENLO PARK, CA94025
May be part of a 13(d) group
TCV X Member Fund, L.P.
C/O TCV
250 MIDDLEFIELD ROAD
MENLO PARK, CA94025
May be part of a 13(d) group
Signatures
/s/ Frederic D. Fenton, Authorized Signatoryfor Technology Crossover Management X, Ltd. 10/29/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of the Issuer's Class B common stock (the "Class B Stock") is convertible into one share of the Issuer's Class A common stock at any time at the option of the holder or automatically upon the occurrence of certain transfers and on the earlier of (i) the date that is seven years from the date of the filing and effectiveness of the Issuer's amended and restated certificate of incorporation in Delaware, prior to the closing of the Issuer's initial public offering, or (ii) the date the holders of at least two-thirds of the Issuer's outstanding Class B Stock elect to convert the Class B Stock to Class A common stock.
( 2 )Includes 19,262,630 shares of Class B Stock held directly by TCV X, L.P., 4,776,800 shares of Class B Stock held directly by TCV X (A), L.P., 939,125 shares of Class B Stock held directly by TCV X (B), L.P. and 1,078,960 shares of Class B Stock held directly by TCV X Member Fund, L.P.
( 3 )Technology Crossover Management X, Ltd. ("Management X") is the sole general partner of Technology Crossover Management X, L.P. ("TCM"), which in turn is the sole general partner of TCV X, L.P., TCV X (A), L.P. and TCV X (B), L.P. Management X is also the general partner of TCV X Member Fund, L.P.
( 4 )Each of the entities described above are referred to herein as "Reporting Persons." Each Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of its respective pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all the reported shares for purposes of Section 16 or any other purpose.

Remarks:
Exhibit 99.1 (Signatures and Joint Filer Information), incorporated herein by reference.

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.