Sec Form 3 Filing - HMI Capital Management, L.P. @ Toast, Inc. - 2022-01-21

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

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1. Name and Address of Reporting Person HMI Capital Management, 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) 555 CALIFORNIA STREET, SUITE 4900 3. Date of Earliest Transaction (MM/DD/YY) 01/21/2022 (Street) SAN FRANCISCO, CA94104 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 9,796,998 I See Footnotes( 1 )( 3 )( 4 ) Class A Common Stock 532,577 I See Footnotes( 2 )( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HMI Capital Management, L.P. 555 CALIFORNIA STREET SUITE 4900 SAN FRANCISCO, CA94104 X HMI Capital Partners, L.P. C/O HMI CAPITAL MANAGEMENT, L.P. 555 CALIFORNIA STREET, SUITE 4900 SAN FRANCISCO, CA94104 X Signatures By: Emily M. Brakebill, COO of HMI Capital Management, L.P., for itself HMI Capital Fund GP, LLC, for itself and as general partner of HMI Capital Partners, L.P., as attorney-in-fact for Mr. Hellman, Mr. Nyweide, Mr. Barrett, and Mr. Mahendran 01/31/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )9,796,998 shares of Class A common stock are directly held by HMI Capital Partners, L.P. ("HMI Capital Partners"). ( 2 )532,577 shares of Class A common stock are directly held by Merckx Capital Partners, L.P. ("Merckx"). ( 3 )HMI Capital Management, L.P. ("HMI") serves as the investment advisor to HMI Capital Partners. and Merckx. HMI Capital Fund GP, LLC, ("GP LLC") serves as the general partner of HMI Capital Partners and Merckx. Members GP, LLC serves as the general partner of HMI. Mr. Marco W. Hellman, Mr. Justin C. Nyweide, Mr. Sean M. Barrett, and Mr. Radhakrishnan Raman Mahendran are the investment committee members of HMI. Because of their relationship with HMI Capital Partners and Merckx, each of HMI, GP LLC, Members GP, LLC, Mr. Marco W. Hellman, Mr. Justin C. Nyweide, Mr. Sean M. Barrett, and Mr. Radhakrishnan Raman Mahendran may be deemed to beneficially own securities reported herein. ( 4 )HMI Capital Partners, Merckx, HMI, HMI Capital Fund GP, LLC, Members GP, LLC, Mr. Marco W. Hellman, Mr. Justin C. Nyweide, Mr. Sean M. Barrett, and Mr. Radhakrishnan Raman Mahendran expressly disclaim beneficial ownership over any of the securities reported herein except to the extent of their pecuniary interest therein, if any. The filing of this statement shall not be construed as an admission that HMI Capital Partners, Merckx, HMI, HMI Capital Fund GP, LLC, Members GP, LLC, Mr. Marco W. Hellman, Mr. Justin C. Nyweide, Mr. Sean M. Barrett, or Mr. Radhakrishnan Raman Mahendran are the beneficial owners of any of the securities reported herein.

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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