SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G (Rule 13d-102) |
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) |
| (Amendment No. 1)* |
| Toast, Inc. |
| (Name of Issuer) |
| Class A Common Stock, par value $0.000001 per share |
| (Title of Class of Securities) |
| 888787108 |
| (CUSIP Number) |
| December 31, 2023 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page of 1 of 13
Exhibit Index on Page 13
| CUSIP # 888787108 | Page 2 of 13 |
| 1 | NAMES OF REPORTING PERSONS
Technology Crossover Management X, Ltd. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
20,011,886 shares of Class A Common Stock (A) | |
| 6 | SHARED VOTING POWER
-0- shares of Class A Common Stock | ||
| 7 | SOLE DISPOSITIVE POWER
20,011,886 shares of Class A Common Stock (A) | ||
| 8 | SHARED DISPOSITIVE POWER
-0- shares of Class A Common Stock | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,011,886 shares of Class A Common Stock (A) |
||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.5% (A) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | ||
(A) Please see Item 4.
| CUSIP # 888787108 | Page 3 of 13 |
| 1 | NAMES OF REPORTING PERSONS
Technology Crossover Management X, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
19,183,111 shares of Class A Common Stock (A) | |
| 6 | SHARED VOTING POWER
-0- shares of Class A Common Stock | ||
| 7 | SOLE DISPOSITIVE POWER
19,183,111 shares of Class A Common Stock (A) | ||
| 8 | SHARED DISPOSITIVE POWER
-0- shares of Class A Common Stock | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,183,111 shares of Class A Common Stock (A) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.3% (A) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | ||
(A) Please see Item 4.
| CUSIP # 888787108 | Page 4 of 13 |
| 1 | NAMES OF REPORTING PERSONS
TCV X, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
14,793,376 shares of Class A Common Stock (A) | |
| 6 | SHARED VOTING POWER
-0- shares of Class A Common Stock | ||
| 7 | SOLE DISPOSITIVE POWER
14,793,376 shares of Class A Common Stock (A) | ||
| 8 | SHARED DISPOSITIVE POWER
-0- shares of Class A Common Stock | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,793,376 shares of Class A Common Stock (A) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
3.4% (A) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | ||
(A) Please see Item 4.
| CUSIP # 888787108 | Page 5 of 13 |
| 1 | NAMES OF REPORTING PERSONS
TCV X (A), L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
3,164,161 shares of Class A Common Stock (A) | |
| 6 | SHARED VOTING POWER
-0- shares of Class A Common Stock | ||
| 7 | SOLE DISPOSITIVE POWER
3,164,161 shares of Class A Common Stock (A) | ||
| 8 | SHARED DISPOSITIVE POWER
-0- shares of Class A Common Stock | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,164,161 shares of Class A Common Stock (A) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7% (A) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | ||
(A) Please see Item 4.
| CUSIP # 888787108 | Page 6 of 13 |
| 1 | NAMES OF REPORTING PERSONS
TCV X (A) Blocker, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
504,342 shares of Class A Common Stock (A) | |
| 6 | SHARED VOTING POWER
-0- shares of Class A Common Stock | ||
| 7 | SOLE DISPOSITIVE POWER
504,342 shares of Class A Common Stock (A) | ||
| 8 | SHARED DISPOSITIVE POWER
-0- shares of Class A Common Stock | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
504,342 shares of Class A Common Stock (A) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1% (A) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | ||
(A) Please see Item 4.
| CUSIP # 888787108 | Page 7 of 13 |
| 1 | NAMES OF REPORTING PERSONS
TCV X (B), L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
721,232 shares of Class A Common Stock (A) | |
| 6 | SHARED VOTING POWER
-0- shares of Class A Common Stock | ||
| 7 | SOLE DISPOSITIVE POWER
721,232 shares of Class A Common Stock (A) | ||
| 8 | SHARED DISPOSITIVE POWER
-0- shares of Class A Common Stock | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
721,232 shares of Class A Common Stock (A) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% (A) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | ||
(A) Please see Item 4.
| CUSIP # 888787108 | Page 8 of 13 |
| 1 | NAMES OF REPORTING PERSONS
TCV X Member Fund, L.P. | ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| ||
| 3 | SEC USE ONLY
| ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
828,775 shares of Class A Common Stock (A) | |
| 6 | SHARED VOTING POWER
-0- shares of Class A Common Stock | ||
| 7 | SOLE DISPOSITIVE POWER
828,775 shares of Class A Common Stock (A) | ||
| 8 | SHARED DISPOSITIVE POWER
-0- shares of Class A Common Stock | ||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
828,775 shares of Class A Common Stock (A) | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2% (A) | ||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | ||
(A) Please see Item 4.
| CUSIP # 888787108 | Page 9 of 13 |
| Item 1(a). | Name of Issuer | |
| Toast, Inc. (the “Issuer”) | ||
| Item 1(b). | Address of Issuer’s Principal Executive Offices | |
| 401 Park Drive, Suite 801 | ||
| Boston, MA 02215 | ||
| Item 2(a). | Name of Persons Filing | |
| This statement is being filed by (1) Technology Crossover Management X, Ltd., a Cayman Islands exempted company (“Management X”), (2) Technology Crossover Management X, L.P, a Cayman Islands exempted limited partnership (“TCM X”), (3) TCV X, L.P., a Cayman Islands exempted limited partnership (“TCV X”), (4) TCV X (A), L.P., a Cayman Islands exempted limited partnership (“TCV X (A)”), (5) TCV X (A) Blocker, L.P., a Cayman Islands exempted limited partnership (“TCV X (A) Blocker”), (6) TCV X (B), L.P., a Cayman Islands exempted limited partnership (“TCV X (B)”), and (7) TCV X Member Fund, L.P., a Cayman Islands exempted limited partnership (“Member Fund X”). The foregoing entities are collectively referred to herein as the “Reporting Persons.” | ||
| Item 2(b). | Address of Principal Business Office | |
| The mailing address for each of the Reporting Persons is: | ||
| c/o TCV | ||
| 250 Middlefield Road | ||
| Menlo Park, California 94025 | ||
| Item 2(c). | Citizenship | |
| Management X is a Cayman Islands exempted company. Each of TCM X, TCV X, TCV X (A), TCV X (A) Blocker, TCV X (B) and Member Fund X is a Cayman Islands exempted limited partnership. | ||
| Item 2(d) and 2(e). | Title of Class of Securities and CUSIP Number | |
| Class A Common Stock, par value $0.000001 per share (“Class A Common Stock”) | ||
| CUSIP Number: 888787108 | ||
| Item 3. | Not applicable. |
| CUSIP # 888787108 | Page 10 of 13 |
| Item 4. | Ownership |
On the date hereof, the Reporting Persons beneficially own directly and/or indirectly the following shares:
| Name of Investor | Shares of Class A Common Stock | Shares of Class B Common Stock | Total Shares of Class A Common Stock Assuming Conversion of Class B Common Stock | Percentage | Percentage of | |||||||||||||||
| TCV X, L.P. | 462,137 | 14,331,239 | 14,793,376 | 3.4 | % | 9.1 | % | |||||||||||||
| TCV X (A), L.P. | 0 | 3,164,161 | 3,164,161 | 0.7 | % | 2.0 | % | |||||||||||||
| TCV X (A) Blocker, L.P. | 114,602 | 389,740 | 504,342 | 0.1 | % | 0.3 | % | |||||||||||||
| TCV X (B), L.P. | 22,531 | 698,701 | 721,232 | 0.2 | % | 0.4 | % | |||||||||||||
| TCV X Member Fund, L.P. | 25,730 | 803,045 | 828,775 | 0.2 | % | 0.5 | % | |||||||||||||
| Technology Crossover Management X, L.P. | 599,270 | 18,583,841 | 19,183,111 | 4.3 | % | 11.8 | % | |||||||||||||
| Technology Crossover Management X, Ltd. | 625,000 | 19,386,886 | 20,011,886 | 4.5 | % | 12.4 | % | |||||||||||||
(1) The information shown in the table with respect to the percentage of Class A Common Stock beneficially owned is based on 425,261,924 shares of Class A Common Stock outstanding as of October 31, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 (“Form 10-Q”) filed with the Securities and Exchange Commission on November 8, 2023, and assumes such Reporting Person’s conversion (but not the conversion of any other Reporting Person) of its Class B Common Stock into shares of Class A Common Stock pursuant to Rule 13d-3(d)(1)(i). Each share of Class B Common Stock will automatically be converted into one (1) share of Class A Common Stock automatically upon the earlier of (i) September 10, 2028 (seven years from the date of the filing and effectiveness of the Issuer’s amended and restated certificate of incorporation in Delaware), or (ii) the date the holders of at least two-thirds of the Issuer’s outstanding Class B Common Stock elect to convert the Class B Common Stock to Class A Common Stock.
(2) Each share of Class A Common Stock entitles the holder to one vote on each matter submitted to a vote of the Issuer’s stockholders, and each share of Class B Common Stock entitles the holder to 10 votes on each matter. The information shown in the table with respect to the percentage of voting power is based on 425,261,924 shares of Class A Common Stock and 114,945,975 shares of Class B Common Stock outstanding as of October 31, 2023, as reported in the Form 10-Q.
Each of TCV X, TCV X (A), TCV X (A) Blocker, TCV X (B) and Member Fund X (collectively, the “TCV Entities”) has the sole power to dispose or direct the disposition of the shares of Class A Common Stock and Class B Common Stock that it holds directly and has the sole power to vote or direct the vote of such shares.
| CUSIP # 888787108 | Page 11 of 13 |
Management X, as the ultimate general partner of the TCV Entities, may be deemed to have the sole power to dispose or direct the disposition of the shares held by the TCV Entities and have the sole power to direct the vote of such shares of Class A Common Stock and Class B Common Stock. TCM X, as the direct general partner of TCV X, TCV X (A), TCV X (A) Blocker and TCV X (B) (collectively, the “TCV X Funds”), may also be deemed to have sole power to dispose or direct the disposition of the shares of Class A Common Stock and Class B Common Stock held by the TCV X Funds and have the sole power to direct the vote of such shares of Class A Common Stock and Class B Common Stock. Each of Management X and TCM X disclaims beneficial ownership of the shares of Class A Common Stock and Class B Common Stock owned by the TCV Entities, except to the extent of their respective pecuniary interest therein.
The Reporting Persons may be deemed to be acting as a group in relation to their respective holdings in the Issuer but do not affirm the existence of any such group.
Except as set forth in this Item 4, each of the Reporting Persons disclaims beneficial ownership of any shares of Class A Common Stock and Class B Common Stock owned beneficially or of record by any other Reporting Person.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
See Item 4 above.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certifications |
Not applicable.
| CUSIP # 888787108 | Page 12 of 13 |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2024
| Technology Crossover Management X, Ltd. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| Technology Crossover Management X, L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| TCV X, L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| TCV X (A), L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| TCV X (A) Blocker, L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| TCV X (B), L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| TCV X Member Fund, L.P. | ||
| By: | /s/ Frederic D. Fenton | |
| Name: | Frederic D. Fenton | |
| Its: | Authorized Signatory | |
| CUSIP # 888787108 | Page 13 of 13 |
EXHIBIT