Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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 * Bennett Richard Kent 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) (Last) (First) (Middle) TOAST, INC., 333 SUMMER STREET 3. Date of Earliest Transaction (Month/Day/Year) 11/15/2024 (Street) BOSTON, MA 02210 4. If Amendment, Date 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 (City) (State) (Zip) 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 11/15/2024 C 0 (1) A $ 0 (2) 0 (1) I See footnotes(1)(3)(4) Class A Common Stock 11/15/2024 S 0 (5) D $ 0 (5) 0 I See footnotes(3)(4)(5) Class A Common Stock 11/18/2024 S 0 (6) D $ 0 (6) 0 I See footnotes(3)(4)(6) Class A Common Stock 11/19/2024 S 0 (7) D $ 0 (7) 0 I See footnotes(3)(4)(7) Class A Common Stock 11/19/2024 S 0 (8) D $ 0 (8) 0 I See footnotes(3)(4)(8) Class A Common Stock 11/19/2024 S 0 (9) D $ 0 (9) 0 I See footnotes(3)(4)(9) Class A Common Stock 418,591(3)(4)(10) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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 of Derivative Security: 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

Class B Common Stock

(2)

11/15/2024

C

0 (1)

(2)

(2)

Class A Common Stock

0 (1)

$ 0 (2)

0 (1)(11)

I

See footnotes(3)(4)(11)

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Bennett Richard Kent TOAST, INC. 333 SUMMER STREET BOSTON, MA 02210	X

Signatures

/s/ Kent Bennett	11/19/2024
**Signature of Reporting Person	Date

Explanation of Responses:

*	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).
(1)	Represents 942,942 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX, L.P. ("Bessemer IX") and 755,439 shares converted from Class B Common Stock to Class A Common Stock by Bessemer Venture Partners IX Institutional, L.P. ("Bessemer Institutional", together with Bessemer IX, the "Bessemer IX Funds").
(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)	The Reporting Person is a partner at Bessemer Venture Partners and has an indirect, passive economic interest in the shares held by 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") by virtue of his interest in (1) Deer IX & Co. L.P., the general partner of the Bessemer IX Funds, and (2) Deer X & Co. L.P., the general partner of the Bessemer Century Funds and (3) certain other indirect limited partnership interests in certain of the Bessemer Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Bessemer IX Funds and the Bessemer Century Funds, except to the extent of his pecuniary interest, if any,
(4)	(continued from footnote 3) in such securities by virtue of his indirect interest in the Bessemer IX Funds and Bessemer Century Funds. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.
(5)	On November 15, 2024, Bessemer IX and Bessemer Institutional sold 221,722 and 177,633 shares of Class A common stock of Toast, Inc, respectively, at a weighted average price of $40.61. These shares were sold in multiple transactions at prices ranging from $40.46 to $40.71. 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 the number of shares sold at each separate price within the ranges set forth in this footnote.
(6)	On November 18, 2024, Bessemer IX and Bessemer Institutional sold 157,762 and 126,392 shares of Class A common stock of Toast, Inc, respectively, at a weighted average price of $40.32. These shares were sold in multiple transactions at prices ranging from $40.00 to $41.00. 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 the number of shares sold at each separate price within the ranges set forth in this footnote.
(7)	On November 19, 2024, Bessemer IX and Bessemer Institutional sold 154,178 and 123,519 shares of Class A common stock of Toast, Inc, respectively, at a weighted average price of $40.38. These shares were sold in multiple transactions at prices ranging from $40.00 to $41.00. 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 the number of shares sold at each separate price within the ranges set forth in this footnote.
(8)	On November 19, 2024, Bessemer IX and Bessemer Institutional sold 272,912 and 218,644 shares of Class A common stock of Toast, Inc, respectively, at a weighted average price of $41.74. These shares were sold in multiple transactions at prices ranging from $41.01 to $42.01. 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 the number of shares sold at each separate price within the ranges set forth in this footnote.
(9)	On November 19, 2024, Bessemer IX and Bessemer Institutional sold 136,368 and 109,251 shares of Class A common stock of Toast, Inc, respectively, at a weighted average price of $42.33. These shares were sold in multiple transactions at prices ranging from $42.02 to $42.51. 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 the number of shares sold at each separate price within the ranges set forth in this footnote.
(10)	Includes 9,712 Class A Common Stock received by the Reporting Person related to equity grants issued by the Company. The Reporting Person has agreed to assign to Deer Management Co, LLC the right to any shares issuable pursuant to this grant or any proceeds from the sale thereof.
(11)	As of the date hereof, Bessemer IX, Bessemer Institutional, Bessemer Century and Bessemer Century Institutional own 3,000,225 shares of Class B Common Stock, 2,460,340 shares of Class B Common Stock, 60,199 shares of Class B Common Stock, and 379,849 shares of Class B Common Stock, respectively.

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