Brandon Gardner - Nov 8, 2021 Form 4 Insider Report for Olo Inc. (OLO)

Role: Director, 10%+ Owner
Signature: By: /s/ Jennifer Wong, Attorney-in-Fact
Stock symbol: OLO
Transactions as of: Nov 8, 2021
Transactions value $: $0
Form type: 4
Date filed: 11/10/2021, 04:45 PM
Next filing: Jun 21, 2022

Transactions Table

Type	Sym	Class	Transaction	Shares	Change %	Shares After	Date	Ownership	Footnotes
transaction	OLO	Class A Common Stock	Conversion of derivative security	+2M		2M	Nov 8, 2021	See footnote	F1
transaction	OLO	Class A Common Stock	Other	-1.59M	-79.53%	409K	Nov 8, 2021	See footnote	F2
holding	OLO	Class A Common Stock				21K	Nov 8, 2021	Direct
holding	OLO	Class A Common Stock				6K	Nov 8, 2021	By Family Member

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	$0	-2M	-5.84%	$0.00	32.2M	Nov 8, 2021	Class A Common Stock	2M		Directly held by RPII Order LLC	F1

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

Explanation of Responses:

Id	Content
F1	On September 3, 2021, each of RPII Order LLC (the "LLC") and Raine Partners II LP ("Raine Partners II") adopted a plan of distribution (each such plan referenced herein, a "Plan") pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). On November 8, 2021, the LLC distributed, pursuant to its Plan, 2,000,000 shares of Class B common stock of the Issuer ("Class B Common Stock") to Raine Partners II, its sole member, for no consideration. In connection with such distribution, such shares of Class B Common Stock were automatically converted into shares of Class A common stock of the Issuer ("Class A Common Stock").
F2	On November 8, 2021, Raine Partners II distributed 2,000,000 shares of Class A Common Stock to its partners pursuant to its Plan, pro rata in accordance with their respective interests in Raine Partners II for no consideration, which included 409,426 shares of Class A Common Stock to Raine Associates II LP, the general partner of Raine Partners II, for no consideration. The Reporting Person disclaims beneficial ownership of the securities reported hereunder except to the extent of his pecuniary interest therein, and the filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities reported hereunder for purposes of Section 16 of the Exchange Act or for any other purpose.

Content

On September 3, 2021, each of RPII Order LLC (the "LLC") and Raine Partners II LP ("Raine Partners II") adopted a plan of distribution (each such plan referenced herein, a "Plan") pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). On November 8, 2021, the LLC distributed, pursuant to its Plan, 2,000,000 shares of Class B common stock of the Issuer ("Class B Common Stock") to Raine Partners II, its sole member, for no consideration. In connection with such distribution, such shares of Class B Common Stock were automatically converted into shares of Class A common stock of the Issuer ("Class A Common Stock").

On November 8, 2021, Raine Partners II distributed 2,000,000 shares of Class A Common Stock to its partners pursuant to its Plan, pro rata in accordance with their respective interests in Raine Partners II for no consideration, which included 409,426 shares of Class A Common Stock to Raine Associates II LP, the general partner of Raine Partners II, for no consideration. The Reporting Person disclaims beneficial ownership of the securities reported hereunder except to the extent of his pecuniary interest therein, and the filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities reported hereunder for purposes of Section 16 of the Exchange Act or for any other purpose.