UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Olo Inc.
(Name of Issuer)
Class A Common Stock, par value $0.001
(Title of Class of Securities)
68134L109
(CUSIP Number)
December 31, 2021
(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)
☒ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons 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).
1 |
NAMES OF REPORTING PERSONS
RRE Ventures IV, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
7,134,141 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
7,134,141 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,134,141 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.1% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
1 |
NAMES OF REPORTING PERSONS
RRE Ventures GP IV, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
7,134,141 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
7,134,141 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,134,141 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.1% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
1 |
NAMES OF REPORTING PERSONS
RRE Advisors LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
330,334 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
330,334 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
330,334 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
1 |
NAMES OF REPORTING PERSONS
James D. Robinson IV | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
7,464,475 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
7,464,475 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,464,475 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.6% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
1 |
NAMES OF REPORTING PERSONS
Stuart J. Ellman | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
7,464,475 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
7,464,475 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,464,475 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.6% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
1 |
NAMES OF REPORTING PERSONS
William D. Porteous | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
7,464,475 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
7,464,475 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,464,475 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.6% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
Item 1(a). | Name of Issuer: |
Olo Inc. (the Issuer)
Item 1(b). | Address of Issuers Principal Executive Offices: |
285 Fulton Street, One World Trade Center, 82nd Floor
New York, NY 10007
Item 2(a). | Names of Persons Filing: |
The name of the persons filing this report (the Reporting Persons) are:
(i) | RRE Ventures IV, L.P. |
(ii) | RRE Ventures GP IV, LLC |
(iii) | RRE Advisors LLC |
(iv) | James D. Robinson IV |
(v) | Stuart J. Ellman |
(vi) | William D. Porteous |
Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of each of the Reporting Persons is:
130 East 59th Street, 17th Floor,
New York, NY 10022
Item 2(c). | Citizenship: |
RRE Ventures IV, L.P. |
Delaware | |
RRE Ventures GP IV, LLC |
Delaware | |
RRE Advisors LLC |
Delaware | |
James D. Robinson IV |
United States | |
Stuart J. Ellman |
United States | |
William D. Porteous |
United States |
Item 2(d). | Title of Class of Securities: |
Class A Common Stock, par value $0.001 (Common Stock)
Item 2(e). | CUSIP Number: |
68134L109
Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
Item 4. | Ownership. |
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages are based on 57,078,716 outstanding shares of Class A Common Stock as reported in the Issuers Form 10-Q filed November 9, 2021. The Class B Common Stock is convertible at the holders option into the Issuers Class A Common Stock on a 1-for-1 basis. The holders of Class B Common Stock are entitled to ten votes per share and the holders of Class A Common Stock are entitled to one vote per share. The percentages set forth on the cover pages to this Schedule 13G are based on the number of outstanding shares of Class A Common Stock, treating only shares of Class B Common Stock beneficially owned by each Reporting Person as converted for purposes of this percentage.
As of December 31, 2021, RRE Ventures IV, L.P. held 7,134,141 shares of Class B Common Stock and RRE Advisors LLC held 330,334 shares of Class B Common Stock. RRE Ventures GP IV, LLC is the general partner of RRE Ventures IV, L.P. Messrs. Robinson IV, Ellman, and Porteous are the managing members and officers of RRE Ventures GP IV, LLC and the managers and owners of RRE
Advisors LLC.
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 ☐.
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. |
Not applicable.
Item 9. | Notice of Dissolution of Group. |
Not applicable.
Item 10. | Certification. |
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 25, 2022
RRE Ventures IV, L.P. | ||
By: | RRE Ventures GP IV, LLC | |
By: | /s/ William D. Porteous | |
An Authorized Signatory | ||
RRE Ventures GP IV, LLC | ||
By: | /s/ William D. Porteous | |
An Authorized Signatory | ||
RRE Advisors LLC | ||
By: | /s/ William D. Porteous | |
An Authorized Signatory | ||
JAMES D. ROBISON IV | ||
By: | /s/ William D. Porteous | |
As Attorney-in-Fact | ||
STUART J. ELLMAN | ||
By: | /s/ William D. Porteous | |
As Attorney-in-Fact | ||
WILLIAM D. PORTEOUS | ||
By: | /s/ William D. Porteous | |
William D. Porteous, individually |
EXHIBIT 1
AGREEMENT
The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(l)(iii) under the Securities Exchange Act of 1934.
Date: February 25, 2022
RRE Ventures IV, L.P. | ||
By: RRE Ventures GP IV, LLC | ||
By: |
/s/ William D. Porteous | |
An Authorized Signatory | ||
RRE Ventures GP IV, LLC | ||
By: | /s/ William D. Porteous | |
An Authorized Signatory | ||
RRE Advisors LLC | ||
By: | /s/ William D. Porteous | |
An Authorized Signatory | ||
JAMES D. ROBISON IV | ||
By: | /s/ William D. Porteous | |
As Attorney-in-Fact | ||
STUART J. ELLMAN | ||
By: | /s/ William D. Porteous | |
As Attorney-in-Fact | ||
WILLIAM D. PORTEOUS | ||
By: | /s/ William D. Porteous | |
William D. Porteous, individually |
EXHIBIT 2
Power of Attorney
Know all by these presents, that the undersigned persons hereby makes, constitutes and appoint William D. Porteous, with full power of substitution and re-substitution, the undersigneds true and lawful attorney-in-fact (such person and his substitutes being referred to herein as the Attorney-in-Fact), with full power to act for the undersigned and in the undersigneds name, place and stead, in any and all capacities, to:
1. | Prepare, execute, and submit to the Securities and Exchange Commission (SEC) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required or considered by the Attorney-in-Fact to be advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934 (the Exchange Act) or any rule or regulation of the SEC; |
2. | Prepare, execute and submit to the SEC, and/or any national securities exchange on which securities are listed any and all reports (including any amendments thereto) the undersigned is required to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder, or under Rule 144 under the Securities Act of 1933 (Rule 144), with respect to the any security, including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and |
3. | Obtain, as the undersigneds representative and on the undersigneds behalf, information regarding transactions in equity securities from any third party, including the issuer of such security and any brokers, dealers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such third party to release any such information to the Attorney-in-Fact. |
Each of the undersigned persons acknowledges that:
a) | This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her discretion on information provided to such Attorney-in-Fact without independent verification of such information; |
b) | Any documents prepared or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information as the Attorney-in-Fact, in his or her discretion, deems necessary or desirable; |
c) | The Attorney-in-Fact does not assume any liability for the undersigneds responsibility to comply with the requirements of Section 13 or Section 16 of the Exchange Act or Rule 144, any liability of the undersigned for any failure to comply with such requirements, or any liability of the undersigned for disgorgement of profits under Section 16(b) of the Exchange Act; and |
d) | This Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigneds obligations under Section 13 or Section 16 of the Exchange Act, including, without limitation, the reporting requirements under Section 13 or Section 16 of the Exchange Act. |
The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in connection with the foregoing, as fully, to all intents and purposes, as the undersigned might or could do in person, hereby ratifying and confirming all that the Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Power of Attorney.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or 13G or Forms 144 with respect to the undersigneds holdings of and transactions in securities, unless earlier revoked by the undersigned in a signed writing delivered to the
Attorney-in-Fact. This Power of Attorney revokes all previous powers of attorney with respect to the subject matter of this Power of Attorney.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of June 11, 2021.
/s/ James D. Robinson IV | ||
James D. Robinson IV | ||
/s/ Stuart J. Ellman | ||
Stuart J. Ellman |