Toast Form 4 / Christopher P Comparato ownership change

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^*

Comparato Christopher P

(Last)

(First)

(Middle)

TOAST, INC.

333 SUMMER STREET

(Street)

BOSTON

02210

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/10/2024		C⁽¹⁾		40,000	A	$0⁽¹⁾⁽²⁾	182,451	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽²⁾	12/10/2024		C⁽¹⁾			40,000	⁽²⁾	⁽²⁾	Class A Common Stock	40,000	$0	1,951,390	D
Stock Option (Right to Buy)	$1.52	12/10/2024		J⁽¹⁾⁽³⁾			635,000	⁽⁴⁾	02/08/2029	Class B Common Stock	635,000	$0	0	D
Stock Option (Right to Buy)	$1.52	12/10/2024		J⁽¹⁾⁽³⁾		635,000		⁽⁴⁾	02/08/2029	Class A Common Stock	635,000	$0	635,000	D
Class B Common Stock	⁽²⁾	12/10/2024		G⁽⁵⁾			270,000	⁽²⁾	⁽²⁾	Class A Common Stock	270,000	$0	6,146,890	I	By the Comparato Family Holdings Trust dated July 27, 2018
Class B Common Stock	⁽²⁾	12/10/2024		G⁽⁵⁾		90,000		⁽²⁾	⁽²⁾	Class A Common Stock	90,000	$0	290,000	I	SCC Irrevocable Trust
Class B Common Stock	⁽²⁾	12/10/2024		G⁽⁵⁾		90,000		⁽²⁾	⁽²⁾	Class A Common Stock	90,000	$0	290,000	I	CEC Irrevocable Trust
Class B Common Stock	⁽²⁾	12/10/2024		G⁽⁵⁾		90,000		⁽²⁾	⁽²⁾	Class A Common Stock	90,000	$0	290,000	I	EAC Irrevocable Trust

Explanation of Responses:

1. Reflects the voluntary conversion of Class B Common Stock on a one-for-one basis.

2. 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.

3. In connection with the voluntary conversion described in footnote 1, the outstanding options to purchase shares of Class B Common Stock remain unchanged, except that they now represent the option to purchase Class A Common Stock.

4. The shares subject to this option are fully vested and exercisable as of the date hereof.

5. Represents a transfer for no consideration for estate planning purposes.

Remarks:

As of the date of this Form 4, the Reporting Person also owns an aggregate of 8,968,280 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 Christopher P. Comparato	12/12/2024
	** 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.

Toast (TOST) Form 4Toast / Christopher P Comparato ownership change