RPII Order LLC - 16 Mar 2021 Form 3/A - Amendment Insider Report for Olo Inc. (OLO)

Role
10%+ Owner
Signature
By: /s/ RPII Order LLC, By Alfred J. Chianese, Attorney-in-fact
Issuer symbol
OLO
Transactions as of
16 Mar 2021
Net transactions value
$0
Form type
3/A - Amendment
Filing time
08 Oct 2021, 17:52:58 UTC
Date Of Original Report
16 Mar 2021
Next filing
10 Nov 2021
SEC
View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding OLO Class B Common Stock 16 Mar 2021 Class A Common Stock 2,797,996 Directly held by RPII Order LLC F1, F2, F3
holding OLO Series A-1 Preferred Stock 16 Mar 2021 Class B Common Stock 5,270,170 Directly held by RPII Order LLC F1, F2, F3, F4
holding OLO Series B Preferred Stock 16 Mar 2021 Class B Common Stock 211,293 Directly held by RPII Order LLC F1, F2, F3, F4
holding OLO Series C Preferred Stock 16 Mar 2021 Class B Common Stock 468,826 Directly held by RPII Order LLC F1, F2, F3, F4
holding OLO Series D Preferred Stock 16 Mar 2021 Class B Common Stock 23,962,843 Directly held by RPII Order LLC F1, F2, F3, F4
holding OLO Series E Preferred Stock 16 Mar 2021 Class B Common Stock 1,509,311 Directly held by RPII Order LLC F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Following the closing of the Issuer's initial public offering (the "IPO"), each share of Class B Common Stock will be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock, and has no expiration date. After the closing of the Issuer's IPO, 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.
F2 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; (2) the death of the Reporting Person; and (3) 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.
F3 These shares are owned by RPII Order LLC (the "LLC"). The sole member of the LLC is Raine Partners II LP, which is managed by Raine Capital LLC, an SEC-registered Investment Advisor. The Reporting Persons disclaim beneficial ownership over the shares held by the LLC except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
F4 Each share of preferred stock will automatically convert into the same number of shares of Class B Common Stock upon the closing of the IPO and has no expiration date. In addition, each share of the Series A-1 Preferred stock will convert into 10 shares of Class B Common Stock at the closing of the IPO and has no expiration date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney. No Table I securities beneficially owned. This Amendment to the Form 3 filed on March 16, 2021 (the "Original Form 3") is being filed solely to (i) add Raine Associates II LP, The Raine Group LLC and Raine Holdings LLC as Reporting Persons, (ii) add a reference to footnote (1) in column 3 of the line item for the Series E Preferred Stock, and (iii) replace Exhibit 24 with a new Power of Attorney. No other changes to the substance of the Original Form 3 have been made.