RRE Ventures IV, L.P. - Feb 28, 2022 Form 4 Insider Report for Olo Inc. (OLO)

Role: 10%+ Owner
Signature: /s/ William D. Porteous, General Partner and Chief Operating Officer
Stock symbol: OLO
Transactions as of: Feb 28, 2022
Transactions value $: -$4,694,046
Form type: 4
Date filed: 3/2/2022, 07:14 PM
Previous 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		+330K	+3303340%		330K	Mar 1, 2022	See Footnote	F1
transaction	OLO	Class A Common Stock	Sale	-$4.69M	-330K	-100%	$14.21	0	Mar 1, 2022	See Footnote	F1, F2

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	Other		-3.55M	-49.76%		3.58M	Feb 28, 2022	Class A Common Stock	3.55M		Direct	F1, F3, F4, F5
transaction	OLO	Class B Common Stock	Conversion of derivative security	$0	-330K	-100%	$0.00^*	0	Mar 1, 2022	Class A Common Stock	330K		See Footnote	F1, F4

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

Explanation of Responses:

Id	Content
F1	These shares were held by RRE Advisors LLC ("Advisors") and automatically converted from shares of Class B Common Stock to shares of Class A Common Stock on a one-for-one basis upon their sale by Advisors. The managers and owners of Advisors are each of James D. Robinson IV, Stuart J. Ellman and William D. Porteous. 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.
F2	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.92 to $14.66, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.
F3	RRE Ventures IV, L.P. ("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.
F4	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 Issuer's initial public offering, (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.
F5	These shares are held by 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 4, except to the extent of its or his pecuniary interest therein, if any.