SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Grimm Jonathan

(Last) (First) (Middle)
TOAST, INC.
401 PARK DRIVE, SUITE 801

(Street)
BOSTON MA 02215

(City) (State) (Zip)
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
X Officer (give title below) Other (specify below)
Chief Technology Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 05/01/2022 M 3,521 A (1) 7,853 D
Class A Common Stock 3,084,674 I By The Jonathan M. Grimm Trust
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Restricted Stock Units (1) 05/01/2022 M 3,521 (2) (2) Class A Common Stock 3,521 $0.00 52,815 D
Class B Common Stock (3) 04/13/2022 G V 36,452(4) (3) (3) Class A Common Stock 36,452(4) $0.00 1,745,215(4) I By The Jonathan M. Grimm 2020 Grantor Retained Annuity Trust
Class B Common Stock (3) (3) (3) Class A Common Stock 20,431,400(4) 20,431,400(4) I By The Jonathan M. Grimm Trust
Class B Common Stock (3) (3) (3) Class A Common Stock 510,000 510,000 I By The Grimm Children GST-Exempt Irrevocable Trust FBO Grayson Grimm
Class B Common Stock (3) (3) (3) Class A Common Stock 510,000 510,000 I By The Grimm Children GST-Exempt Irrevocable Trust FBO Lily Grimm
Explanation of Responses:
1. Restricted Stock Units ("RSUs") convert into Class A Common Stock on a one-for-one basis upon vesting and settlement.
2. The RSUs shall vest in sixteen equal quarterly installments following February 1, 2022.
3. 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.
4. Reflects 36,452 shares of Class B Common Stock transferred from The Jonathan M. Grimm 2020 Grantor Retained Annuity Trust to The Jonathan M. Grimm Trust in connection with an annual GRAT distribution.
Remarks:
/s/ Monica Kleinman, as Attorney-in-Fact 05/03/2022
** 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 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.
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