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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Toast, Inc. [ TOST ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/28/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 12/14/2022 | G | V | 600,000(1) | D | $0 | 1,961,769 | D | ||
Class A Common Stock | 12/14/2022 | G | V | 600,000(1) | A | $0 | 600,000 | I | The Narang Family Trust | |
Class A Common Stock | 12/28/2022 | S(2) | 583,091 | D | $16.93(3) | 16,909 | I | The Narang Family Trust | ||
Class A Common Stock | 12/29/2022 | S(4) | 13,449 | D | $18.06(5) | 42,367 | I | By the Narang Family Irrevocable Trust FBO Noah Narang | ||
Class A Common Stock | 12/29/2022 | S(4) | 13,341 | D | $18.06(6) | 42,475 | I | By the Narang Family Irrevocable Trust FBO Lia Narang | ||
Class A Common Stock | 12/30/2022 | S(2) | 7,800 | D | $17.86(7) | 9,109 | I | The Narang Family Trust | ||
Class A Common Stock | 12/30/2022 | S(4) | 42,367 | D | $18.05(8) | 0 | I | By the Narang Family Irrevocable Trust FBO Noah Narang | ||
Class A Common Stock | 12/30/2022 | S(4) | 42,475 | D | $18.05(9) | 0 | I | By the Narang Family Irrevocable Trust FBO Lia Narang |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
Explanation of Responses: |
1. On December 14, 2022, the Reporting Person made a bona fide gift of 600,000 shares of the Issuer's Class A Common Stock with no payment in consideration. |
2. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 15, 2022. |
3. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.75 to $17.17, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this price range set forth in this footnote. |
4. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted on November 14, 2022. |
5. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18 to $18.18, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this price range set forth in this footnote. |
6. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18 to $18.17, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this price range set forth in this footnote. |
7. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.63 to $18.11, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this price range set forth in this footnote. |
8. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.00 to $18.12, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this price range set forth in this footnote. |
9. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.00 to $18.13, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within this price range set forth in this footnote. |
Remarks: |
The Reporting Person does not have a reportable beneficial interest in the shares of Class A Common Stock held by The Narang Family Irrevocable Trust FBO Fitzgerald Family, The Narang Family Irrevocable Trust FBO Varun Narang, or The Narang Family Irrevocable Trust FBO Vijay and Madhu Narang previously included in the ownership reports of the Reporting Person and accordingly such shares are not included in Table I of this Form 4. As of the date of this Form 4, the Reporting Person also owns 18,912,840 shares of Class B common stock of the Issuer. Each Class B common stock is convertible at any time into one share of the Class A common stock of the Issuer. |
/s/ Monica Kleinman as Attorney-in-Fact for Aman Narang | 12/30/2022 | |
** 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. | ||
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. |