0001193125-22-054813.txt : 20220228 0001193125-22-054813.hdr.sgml : 20220228 20220225185459 ACCESSION NUMBER: 0001193125-22-054813 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20220228 DATE AS OF CHANGE: 20220225 GROUP MEMBERS: JAMES D. ROBINSON IV GROUP MEMBERS: RRE ADVISORS LLC GROUP MEMBERS: RRE VENTURES GP IV, LLC GROUP MEMBERS: STUART J. ELLMAN GROUP MEMBERS: WILLIAM D. PORTEOUS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Olo Inc. CENTRAL INDEX KEY: 0001431695 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-92408 FILM NUMBER: 22683133 BUSINESS ADDRESS: STREET 1: 285 FULTON STREET STREET 2: ONE WORLD TRADE CENTER, 82ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 BUSINESS PHONE: 212-260-0895 MAIL ADDRESS: STREET 1: 285 FULTON STREET STREET 2: ONE WORLD TRADE CENTER, 82ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 FORMER COMPANY: FORMER CONFORMED NAME: MOBO SYSTEMS, INC DATE OF NAME CHANGE: 20141017 FORMER COMPANY: FORMER CONFORMED NAME: MOBO SYSTEMS INC DATE OF NAME CHANGE: 20080407 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RRE Ventures IV, L.P. CENTRAL INDEX KEY: 0001846043 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 150 EAST 59TH STREET STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-418-5100 MAIL ADDRESS: STREET 1: 150 EAST 59TH STREET STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 d291736dsc13g.htm SC 13G SC 13G

 

 

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 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).

 

 

 


 

  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 Issuer’s 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 Issuer’s Form 10-Q filed November 9, 2021. The Class B Common Stock is convertible at the holder’s option into the Issuer’s 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

 

 

EX-99.1 2 d291736dex991.htm EX-99.1 EX-99.1

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

EX-99.2 3 d291736dex992.htm EX-99.2 EX-99.2

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 undersigned’s 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 undersigned’s 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 undersigned’s representative and on the undersigned’s 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 undersigned’s 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 undersigned’s 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 undersigned’s 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