SEC FORM 4

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^*

Gardner Brandon

(Last)

(First)

(Middle)

C/O THE RAINE GROUP

65 EAST 55TH STREET

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Olo Inc. [ OLO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2021

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	03/19/2021		P		13,050	A	$25	21,024	D
Class A Common Stock	03/19/2021		P		6,000	A	$25	6,000	I	By Family Member

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)
Series A-1 Preferred Stock	⁽¹⁾	03/19/2021		C			527,017	⁽¹⁾	⁽¹⁾	Class B Common Stock	5,270,170	⁽¹⁾	0	I	By RPII Order LLC⁽²⁾
Series B Preferred Stock	⁽¹⁾	03/19/2021		C			211,293	⁽¹⁾	⁽¹⁾	Class B Common Stock	211,293	⁽¹⁾	0	I	By RPII Order LLC⁽²⁾
Series C Preferred Stock	⁽¹⁾	03/19/2021		C			468,826	⁽¹⁾	⁽¹⁾	Class B Common Stock	468,826	⁽¹⁾	0	I	By RPII Order LLC⁽²⁾
Series D Preferred Stock	⁽¹⁾	03/19/2021		C			23,962,843	⁽¹⁾	⁽¹⁾	Class B Common Stock	23,962,843	⁽¹⁾	0	I	By RPII Order LLC⁽²⁾
Series E Preferred Stock	⁽¹⁾	03/19/2021		C			1,509,311	⁽¹⁾	⁽¹⁾	Class B Common Stock	1,509,311	⁽¹⁾	0	I	By RPII Order LLC⁽²⁾
Class B Common Stock	⁽³⁾⁽⁴⁾	03/19/2021		C		31,422,443		⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Class A Common Stock	31,422,443	⁽¹⁾	34,220,439	I	By RPII Order LLC⁽²⁾

Explanation of Responses:

1. The Series A-1 Preferred Stock automatically converted into Class B Common Stock on a 1-for-10 basis upon the closing of the Issuer's initial public offering (the "IPO") without payment of consideration. The Series B, Series C, Series D and Series E Preferred Stock automatically converted into Class B Common Stock on a 1-for-1 basis upon the closing of the IPO without payment of consideration. The Series A-1, Series B, Series C, Series D and Series E Preferred Stock had no expiration date.

2. Represents securities of the Issuer owned directly RPII Order LLC (the "LLC"), for which the Reporting Person shares beneficial ownership. The Reporting Person disclaims beneficial ownership over the shares held by the LLC except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

3. Each share of Class B Common Stock will be convertible at any time at the option of the holder into one share of Class A Common Stock, and has no expiration date. On any transfer of shares of Class B Common Stock, each such transferred share will automatically convert into one share of Class A Common Stock, except for certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation.

4. Each share of Class B Common Stock will automatically convert into one share of Class A Common Stock, upon the following: (1) the sale or transfer of such share of Class B Common Stock; and (2) on the final conversion date, defined as the earlier of (a) the trading day immediately following the seventh anniversary of the IPO, (b) the last trading day of the fiscal quarter immediately following the date upon which the then outstanding shares of Class B common stock first represent less than 10% of the aggregate number of the then outstanding shares of Class A common stock and Class B common stock, or (c) the date specified by a vote of the holders of a majority of the outstanding shares of Class B common stock, voting as a single class.

Remarks:

	/s/ Shashi Khiani, Attorney-in-Fact	03/23/2021
	** 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.
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