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

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1. Name and Address of Reporting Person* Bessemer Venture Partners IX L.P. (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 (Street) LARCHMONT NY 10538 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/21/2021	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)
Common Stock(1)	4,871,725	I	See footnotes(2)(3)

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
Series B Preferred Stock	(5)	(5)	Common Stock(1)	41,283,745	(5)	I	See footnotes(3)(6)
Series C Preferred Stock	(5)	(5)	Common Stock(1)	2,904,205	(5)	I	See footnotes(3)(7)
Series D Preferred Stock	(5)	(5)	Common Stock(1)	2,551,105	(5)	I	See footnotes(3)(8)
Series E Preferred Stock	(5)	(5)	Common Stock(1)	293,040	(5)	I	See footnotes(3)(9)
Series F Preferred Stock	(5)	(5)	Common Stock(1)	7,700,835	(5)	I	See footnotes(3)(4)(10)

1. Name and Address of Reporting Person* Bessemer Venture Partners IX L.P. (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 (Street) LARCHMONT NY 10538 (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* Bessemer Venture Partners IX Institutional L.P. (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 (Street) LARCHMONT NY 10538 (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* Deer IX & Co. Ltd. (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 (Street) LARCHMONT NY 10538 (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* Deer IX & Co. L.P. (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 (Street) LARCHMONT NY 10538 (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* Bessemer Venture Partners Century Fund L.P. (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 (Street) LARCHMONT NY 10538 (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* Bessemer Venture Partners Century Fund Institutional L.P. (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 (Street) LARCHMONT NY 10538 (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* Deer X & Co. Ltd. (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 (Street) LARCHMONT NY 10538 (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* Deer X & Co. L.P. (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVENUE, SUITE 104 (Street) LARCHMONT NY 10538 (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. Immediately prior to the completion of the Issuer's initial public offering, each share of Issuer common stock ("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.

2. As of the date hereof, Bessemer Venture Partners IX L.P. ("Bessemer IX"), Bessemer Venture Partners IX Institutional L.P. ("Bessemer Institutional" and together with Bessemer IX, the "Bessemer IX Funds"), Bessemer Venture Partners Century Fund L.P. ("Bessemer Century") and Bessemer Venture Partners Century Fund Institutional L.P. ("Bessemer Century Institutional", and together with Bessemer Century, the "Bessemer Century Funds") own 2,704,780 shares of Common Stock, 2,166,945 shares of Common Stock, 0 shares of Common Stock and 0 shares of Common Stock, respectively.

3. Deer IX & Co. Ltd. ("Deer IX Ltd.") is the general partner of Deer IX & Co. L.P. ("Deer IX L.P."), which is the general partner of each of the Bessemer IX Funds. Deer IX Ltd. and Deer IX L.P. disclaim beneficial ownership of the securities held by the Bessemer IX Funds, and this report shall not be deemed an admission that Deer IX Ltd. and Deer IX L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Bessemer IX Funds.

4. Deer X & Co. Ltd. ("Deer X Ltd.") is the general partner of Deer X & Co. L.P. ("Deer X L.P."), which is the general partner of each of the Bessemer Century Funds. Deer X Ltd. and Deer X L.P. disclaim beneficial ownership of the securities held by the Bessemer Century Funds, and this report shall not be deemed an admission that Deer X Ltd. and Deer X L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Bessemer Century Funds.

5. Each share of the Issuer's Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock will automatically convert into shares of Common Stock on a 1:1 basis immediately prior to the closing of the Issuer's initial public offering and has no expiration date.

6. As of the date hereof, Bessemer IX and Bessemer Institutional own Series B Preferred Stock that is convertible into 22,920,735 shares of Common Stock and 18,363,010 shares of Common Stock, respectively.

7. As of the date hereof, Bessemer IX and Bessemer Institutional own Series C Preferred Stock that is convertible into 1,612,415 shares of Common Stock and 1,291,790 shares of Common Stock, respectively.

8. As of the date hereof, Bessemer IX and Bessemer Institutional own Series D Preferred Stock that is convertible into 1,416,375 shares of Common Stock and 1,134,730 shares of Common Stock, respectively.

9. As of the date hereof, Bessemer IX and Bessemer Institutional own Series E Preferred Stock that is convertible into 162,695 shares of Common Stock and 130,345 shares of Common Stock, respectively.

10. As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional own Series F Preferred Stock that is convertible into 1,832,360 shares of Common Stock, 1,468,000 shares of Common Stock, 3,798,490 shares of Common Stock and 601,985 shares of Common Stock, respectively.

Remarks:

	/s/ Scott Ring, General Counsel, Deer IX & Co. Ltd., the General Partner of Deer IX & Co. L.P., the General Partner of Bessemer Venture Partners IX L.P.	09/21/2021
	/s/ Scott Ring, General Counsel, Deer IX & Co. Ltd., the General Partner of Deer IX & Co. L.P., the General Partner of Bessemer Venture Partners IX Institutional L.P.	09/21/2021
	/s/ Scott Ring, General Counsel, Deer X & Co. Ltd., the General Partner of Deer X & Co. L.P., the General Partner of Bessemer Venture Partners Century Fund L.P.	09/21/2021
	/s/ Scott Ring, General Counsel, Deer X & Co. Ltd., the General Partner of Deer X & Co. L.P., the General Partner of Bessemer Venture Partners Century Fund Institutional L.P.	09/21/2021
	/s/ Scott Ring, General Counsel, Deer IX & Co. Ltd., the General Partner of Deer IX & Co. L.P.	09/21/2021
	/s/ Scott Ring, General Counsel, Deer IX & Co. Ltd.	09/21/2021
	/s/ Scott Ring, General Counsel, Deer X & Co. Ltd., the General Partner of Deer X & Co. L.P.	09/21/2021
	/s/ Scott Ring, General Counsel, Deer X & Co. Ltd.	09/21/2021
	** Signature of Reporting Person	Date
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