Nithya B. Das - Aug 25, 2022 Form 4 Insider Report for Olo Inc. (OLO)

Role: COO and Chief Legal Officer
Signature: /s/ Jennifer C. Wong, Attorney-in-Fact
Stock symbol: OLO
Transactions as of: Aug 25, 2022
Transactions value $: $14,796
Form type: 4
Date filed: 8/26/2022, 04:05 PM
Previous filing: Jun 8, 2022
Next filing: Sep 8, 2022

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	Stock Option (Right to Buy)	Options Exercise	$0	-5.4K	-3.18%	$0.00	164K	Aug 25, 2022	Class B Common Stock	5.4K	$2.74	Direct	F1
transaction	OLO	Class B Common Stock	Options Exercise	$14.8K	+5.4K	+11.85%	$2.74	51K	Aug 25, 2022	Class A Common Stock	5.4K		Direct	F2

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

Explanation of Responses:

Id	Content
F1	One-fourth of the shares underlying the option vested and became exercisable on October 1, 2020; the remainder shall vest and become exercisable in 36 equal monthly installments on the 1st day of each calendar month beginning on November 1, 2020, subject to the Reporting Person's continued service with the Issuer through each such vesting date.
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 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.

Content

One-fourth of the shares underlying the option vested and became exercisable on October 1, 2020; the remainder shall vest and become exercisable in 36 equal monthly installments on the 1st day of each calendar month beginning on November 1, 2020, subject to the Reporting Person's continued service with the Issuer through each such vesting date.

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 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.