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.