James D. Robinson IV - Oct 18, 2021 Form 4 Insider Report for Olo Inc. (OLO)

Role: Director, 10%+ Owner
Signature: /s/ William Porteous, attorney in fact for James D. Robinson IV
Stock symbol: OLO
Transactions as of: Oct 18, 2021
Transactions value $: $0
Form type: 4
Date filed: 10/20/2021, 07:14 PM
Previous filing: Oct 5, 2021
Next filing: Dec 10, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OLO	Class A Common Stock	Conversion of derivative security		+152K	+68.95%		371K	Oct 18, 2021	Direct	F1

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
transaction	OLO	Class B Common Stock	Conversion of derivative security		-152K	-1.42%		10.5M	Oct 18, 2021	Class A Common Stock	152K		See Footnote	F1, F2, F3, F4, F5
holding	OLO	Class B Common Stock						330K	Oct 18, 2021	Class A Common Stock	330K		See Footnote	F2, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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 IV") 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. The distribution reported in this Form 4 was effected pursuant to Rule 10b5-1 trading plans adopted by Ventures IV and RRE Ventures GP IV, LLC ("GP IV") on September 14, 2021.
F2	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.
F3	Ventures IV distributed these shares of Class B Common Stock to its partners on a pro rata basis, for no consideration, which converted to shares of Class A Common Stock upon distribution. The distribution reported in this Form 4 was effected pursuant to Rule 10b5-1 trading plans adopted by Ventures IV and RRE Ventures GP IV, LLC ("GP IV") on September 14, 2021.
F4	On a Form 4 filed on September 10, 2021, the Reporting Person reported that 13,250,272 shares of Class B Common Stock were held by Ventures IV following the reported transactions. Such number of shares was miscalculated and should have indicated that 13,250,262 shares of Class B Common Stock were owned following the reported transactions.
F5	Held by Ventures IV. The general partner of Ventures IV is 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 4, except to the extent of its or his pecuniary interest therein, if any.
F6	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.