0000899243-21-036892.txt : 20210921 0000899243-21-036892.hdr.sgml : 20210921 20210921202554 ACCESSION NUMBER: 0000899243-21-036892 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210921 FILED AS OF DATE: 20210921 DATE AS OF CHANGE: 20210921 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chapman-Hughes Susan CENTRAL INDEX KEY: 0001608495 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40819 FILM NUMBER: 211267809 MAIL ADDRESS: STREET 1: 535 DEAN STREET STREET 2: APT. 910 CITY: BROOKLYN STATE: NY ZIP: 11217 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Toast, Inc. CENTRAL INDEX KEY: 0001650164 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 401 PARK DRIVE STREET 2: SUITE 801 CITY: BOSTON STATE: MA ZIP: 02215 BUSINESS PHONE: 617-297-1005 MAIL ADDRESS: STREET 1: 401 PARK DRIVE STREET 2: SUITE 801 CITY: BOSTON STATE: MA ZIP: 02215 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-09-21 0 0001650164 Toast, Inc. TOST 0001608495 Chapman-Hughes Susan TOAST, INC. 401 PARK DRIVE, SUITE 801 BOSTON MA 02215 1 0 0 0 Restricted Stock Units 2028-01-28 Common Stock 22930 D Immediately prior to the completion of the Issuer's initial public offering, each share of Common Stock shall be reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. Each outstanding share of Class B Common Stock will be 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. The Restricted Stock Units ("RSUs") shall vest in three equal annual installments over three years following January 28, 2021. RSUs convert into Class B Common Stock on a one-for-one basis upon vesting and settlement, contingent upon completion of the Issuer's public offering. Exhibit 24 - Power of Attorney /s/ Brian R. Elworthy, as Attorney-in-Fact 2021-09-21 EX-24 2 attachment1.htm EX-24 DOCUMENT
                            LIMITED POWER OF ATTORNEY

      The undersigned hereby constitutes and appoints each of Christopher P.
Comparato, Stephen Fredette, Aman Narang, Brian R. Elworthy and Monica Kleinman,
signing singly, and with full power of substitution, the undersigned's true and
lawful attorney-in-fact to:

      (1)   execute for and on behalf of the undersigned, in the undersigned's
capacity as officer and/or director of Toast, Inc., a Delaware corporation (the
"Company"), from time to time the following U.S. Securities and Exchange
Commission ("SEC") forms: (i) Form ID, including any attached documents (such as
Update Passphrase Authentication), to effect the assignment of codes to the
undersigned to be used in the transmission of information to the SEC using the
EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of
Securities, including any attached documents; (iii) Form 4, Statement of Changes
in Beneficial Ownership of Securities, including any attached documents; (iv)
Form 5, Annual Statement of Beneficial Ownership of Securities in accordance
with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the
rules thereunder, including any attached documents; (v) Schedules 13D and 13G;
and (vi) amendments of each thereof, in accordance with the Securities Exchange
Act of 1934, as amended, and the rules thereunder, including any attached
documents;

      (2)   do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4
or 5, Schedule 13D or 13G, or any amendment(s) thereto and timely file such
form(s) with the SEC and any securities exchange, national association or
similar authority; and

      (3)   take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact, acting
singly, full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of
the Securities Exchange Act of 1934, as amended.  The undersigned hereby agrees
to indemnify the attorneys-in-fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to the attorneys-in-fact.

      This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.  This Power of Attorney supersedes any prior power
of attorney in connection with the undersigned's capacity as an officer and/or
director of the Company.  This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an employee
of the Company.

      IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of September 20, 2021.


                                        /s/ Susan Chapman-Hughes
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                                        Signature

                                        Susan Chapman-Hughes
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                                        Print Name