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*
RRE Ventures IV, L.P.

(Last) (First) (Middle)
C/O RRE VENTURES
150 EAST 59TH STREET, 17TH FLOOR

(Street)
NEW YORK NY 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)
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)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-1 Preferred Stock (1) 03/19/2021 C 1,360,153 (1) (1) Class B Common Stock 13,601,530 (1) 0 D(2)
Series B Preferred Stock (1) 03/19/2021 C 354,943 (1) (1) Class B Common Stock 354,943 (1) 0 D(2)
Series C Preferred Stock (1) 03/19/2021 C 1,996,276 (1) (1) Class B Common Stock 1,996,276 (1) 0 D(2)
Series E Preferred Stock (1) 03/19/2021 C 383,622 (1) (1) Class B Common Stock 383,622 (1) 0 I See Footnote(3)
Class B Common Stock (4)(5) 03/19/2021 C 15,952,749 (4)(5) (4)(5) Class A Common Stock 15,952,749 (1) 15,952,749 D(2)
Class B Common Stock (4)(5) 03/19/2021 C 383,622 (4)(5) (4)(5) Class A Common Stock 383,622 (1) 692,665 I See Footnote(3)
Class B Common Stock (4)(5) (4)(5) (4)(5) Class A Common Stock 330,344 330,344 I See Footnote(6)
1. Name and Address of Reporting Person*
RRE Ventures IV, L.P.

(Last) (First) (Middle)
C/O RRE VENTURES
150 EAST 59TH STREET, 17TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
RRE Ventures GP IV, LLC

(Last) (First) (Middle)
C/O RRE VENTURES
150 EAST 59TH STREET, 17TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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 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 and Series E Preferred Stock had no expiration date.
2. These shares are held by RRE Ventures IV, L.P. ("Ventures IV"). The general partner of Ventures IV is RRE Ventures GP IV, LLC ("GP 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 3, except to the extent of its or his pecuniary interest therein, if any.
3. These shares are held by RRE Leaders II, L.P. ("Leaders II"). The general partner of Leaders II is RRE Leaders GP II, LLC and its managing members and officers are James D. Robinson IV, Stuart J. Ellman, and William D. Porteous. Each of Leaders II and Messrs. Robinson IV, Ellman, and Porteous disclaim beneficial ownership of the securities reported on this Form 3, except to the extents of its or his pecuniary interest therein, if any.
4. Each share of Class B Common Stock will be convertible at any time at the option of the Reporting Person into Class A Common Stock on a 1-for-1 basis 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.
5. Each share of Class B Common Stock held by the Reporting Person 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.
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.
Remarks:
/s/ William D. Porteous, General Partner and Chief Operating Officer 03/23/2021
/s/ William D. Porteous, General Partner and Chief Operating Officer 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).
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