SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
HMI Capital Management, L.P.

(Last) (First) (Middle)
555 CALIFORNIA STREET
SUITE 4900

(Street)
SAN FRANCISCO CA 94104

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/21/2022
3. Issuer Name and Ticker or Trading Symbol
Toast, Inc. [ TOST ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
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 Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
HMI Capital Management, L.P.

(Last) (First) (Middle)
555 CALIFORNIA STREET
SUITE 4900

(Street)
SAN FRANCISCO CA 94104

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
HMI Capital Partners, L.P.

(Last) (First) (Middle)
C/O HMI CAPITAL MANAGEMENT, L.P.
555 CALIFORNIA STREET, SUITE 4900

(Street)
SAN FRANCISCO CA 94104

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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.
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
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 5 (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.