RPII Order LLC - Jul 16, 2024 Form 4 Insider Report for Olo Inc. (OLO)

Role: 10%+ Owner
Signature: RPII Order LLC, by /s/ Alfred J. Chianese, attorney-in-fact
Stock symbol: OLO
Transactions as of: Jul 16, 2024
Transactions value $: $0
Form type: 4
Date filed: 7/17/2024, 05:37 PM
Previous filing: Nov 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	$0	+1.4M		$0.00	1.4M	Jul 16, 2024	See footnotes	F1, F2
holding	OLO	CLASS A COMMON STOCK						25.9K	Jul 16, 2024	See footnote	F3
holding	OLO	CLASS A COMMON STOCK						25.9K	Jul 16, 2024	See footnote	F4
holding	OLO	CLASS A COMMON STOCK						409K	Jul 16, 2024	See footnote	F5

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	-1.4M	-4.35%	$0.00	30.8M	Jul 16, 2024	CLASS A COMMON STOCK	1.4M		See footnotes	F1, F2, F6

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

Explanation of Responses:

Id	Content
F1	These shares are held of record by RPII Order LLC ("RPII"). The sole member of RPII is Raine Partners II LP ("Raine Partners"), whose general partner is Raine Associates II LP ("Raine Associates"), whose general partner is Raine Management LLC ("Raine Management"), whose sole member is The Raine Group LLC ("Raine Group"), whose majority member is Raine Holdings LLC ("Raine Holdings"). Raine Capital LLC ("Raine Capital") is an SEC-registered Investment Advisor to Raine Partners and subsidiary of Raine Group. By virtue of these relationships, the Reporting Persons may be deemed to beneficially own the shares held of record by RPII. The Reporting Persons disclaim beneficial ownership over shares held by RPII 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 of the
F2	(Continued from footnote 1) Securities Exchange Act of 1934, as amended, or for any other purposes.
F3	These shares are held of record by Brandon Gardner, a member of the board of directors (the "Board") of the issuer. Mr. Gardner is a partner of Raine Holdings, which is the majority member of Raine Group, which is the sole member of Raine Management, which is the general partner of Raine Associates, which is the general partner of Raine Partners, which is the sole member of RPII. Raine Capital is an SEC-registered Investment Advisor to Raine Partners. By virtue of these relationships, the Reporting Persons may be deemed to beneficially own the shares held of record by Mr. Gardner. The Reporting Persons disclaim beneficial ownership over shares held by Mr. Gardner 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 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
F4	These shares are held of record by Colin Neville, a member of the Board. Mr. Neville is a partner of Raine Holdings, which is the majority member of Raine Group, which is the sole member of Raine Management, which is the general partner of Raine Associates, which is the general partner of Raine Partners, which is the sole member of RPII. Raine Capital is an SEC-registered Investment Advisor to Raine Partners. By virtue of these relationships, the Reporting Persons may be deemed to beneficially own the shares held of record by Mr. Neville. The Reporting Persons disclaim beneficial ownership over shares held by Mr. Neville 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 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
F5	These shares are held of record by Raine Associates. The general partner of Raine Associates is Raine Management, whose sole member is Raine Group, whose majority member is Raine Holdings. Raine Capital is an SEC-registered Investment Advisor to Raine Partners and subsidiary of Raine Group. By virtue of these relationships, the Reporting Persons may be deemed to beneficially own the shares held of record by Raine Associates. The Reporting Persons disclaim beneficial ownership over shares held by Raine Associates 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 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
F6	Each share of Class B Common Stock is convertible into one share of Class A Common Stock of the issuer at any time, at the holder's election, and has no expiration date.