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^*

Robinson James D IV

(Last)

(First)

(Middle)

C/O RRE VENTURES

150 EAST 59TH STREET, 17TH FLOOR

(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)
09/08/2021

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	09/08/2021		C⁽¹⁾		177,249	A	⁽¹⁾	185,223	D
Class A Common Stock	09/08/2021		C⁽²⁾		24,158	A	⁽²⁾	209,381	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	⁽³⁾	09/08/2021		C⁽¹⁾			177,249	⁽³⁾	⁽³⁾	Class A Common Stock	177,249	⁽¹⁾	13,250,272	I	See Footnote⁽⁴⁾
Class B Common Stock	⁽³⁾	09/08/2021		C⁽²⁾			24,158	⁽³⁾	⁽³⁾	Class A Common Stock	24,158	⁽²⁾	207,796	I	See Footnote⁽⁵⁾
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	330,344		330,334	I	See Footnote⁽⁶⁾

Explanation of Responses:

1. The Reporting Person received shares of Class A Common Stock as the result of a pro rata distribution, for no consideration, by RRE Ventures IV, L.P. ("Ventures IV") and its general partner RRE Ventures GP IV, LLC ("GP VI") of Class B Common Stock which automatically converted to Class A Common Stock on a one-for-one basis upon their transfer by Ventures IV.

2. The Reporting Person received shares of Class A Common Stock as the result of a pro rata distribution, for no consideration, by RRE Leaders II, L.P. ("Leaders II") and its general partner RRE Leaders GP II, LLC ("Leaders GP") of Class B Common Stock which automatically converted to Class A Common Stock on a one-for-one basis upon their transfer by Leaders II.

3. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into Class A Common Stock and 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.

4. Held by Ventures IV. The managing members and officers of GP IV are James D. Robinson IV, Stuart J. Ellman, and William D. Porteous. Each of GP IV and Messrs. Robinson IV, Ellman, and Porteous disclaim beneficial ownership of the securities reported on this Form 4, except to the extent of its or his pecuniary interest therein, if any.

5. These shares are held by RRE Leaders II, L.P. The managing members and officers of Leaders GP are James D. Robinson IV, Stuart J. Ellman, and William D. Porteous. Each of Leaders GP and Messrs. Robinson IV, Ellman, and Porteous disclaim beneficial ownership of the securities reported on this Form 4, except to the extents of its or his pecuniary interest therein, if any.

6. These shares are held by RRE Advisors LLC ("Advisors"). The managers and owners of Advisors are each of James D. Robinson IV and Stuart J. Ellman. Each of Messrs. Robinson IV, Ellman, and Porteous disclaim beneficial ownership of the securities reported on this Form 4, except to the extents of his pecuniary interest therein, if any.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ William Porteous, attorney in fact for James D. Robinson IV	09/10/2021
	** 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).
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