RPII Order LLC - 21 Aug 2025 Form 4 Insider Report for Olo Inc. (OLO)

Role
10%+ Owner
Signature
RPII Order LLC, by /s/ Alfred J. Chianese, attorney-in-fact
Issuer symbol
OLO
Transactions as of
21 Aug 2025
Net transactions value
$0
Form type
4
Filing time
22 Aug 2025, 16:05:17 UTC
Previous filing
08 May 2025
Next filing
12 Sep 2025
SEC
View on sec.gov

Reporting Owners (7)

Name Relationship Address Signature Signature date CIK
RPII Order LLC 10%+ Owner C/O THE RAINE GROUP LLC, 65 EAST 55TH STREET, 24TH FLOOR, NEW YORK RPII Order LLC, by /s/ Alfred J. Chianese, attorney-in-fact 22 Aug 2025 0001845982
Raine Partners II LP 10%+ Owner C/O THE RAINE GROUP LLC, 65 EAST 55TH STREET, 24TH FLOOR, NEW YORK Raine Partners II LP, by /s/ Alfred J. Chianese, attorney-in-fact 22 Aug 2025 0001594261
Raine Associates II LP 10%+ Owner C/O THE RAINE GROUP LLC, 65 EAST 55TH STREET, 24TH FLOOR, NEW YORK Raine Associates II LP, by /s/ Alfred J. Chianese, attorney-in-fact 22 Aug 2025 0001887509
Raine Management LLC 10%+ Owner C/O THE RAINE GROUP LLC, 65 EAST 55TH STREET, 24TH FLOOR, NEW YORK Raine Management LLC, by /s/ Alfred J. Chianese, attorney-in-fact 22 Aug 2025 0001956806
Raine Group LLC 10%+ Owner C/O THE RAINE GROUP LLC, 65 EAST 55TH STREET, 24TH FLOOR, NEW YORK The Raine Group LLC, by /s/ Alfred J. Chianese, attorney-in-fact 22 Aug 2025 0001887502
Raine Holdings LLC 10%+ Owner C/O THE RAINE GROUP LLC, 65 EAST 55TH STREET, 24TH FLOOR, NEW YORK Raine Holdings LLC, by /s/ Alfred J. Chianese, attorney-in-fact 22 Aug 2025 0001887500
Raine Capital LLC 10%+ Owner C/O THE RAINE GROUP LLC, 65 EAST 55TH STREET, 24TH FLOOR, NEW YORK Raine Capital LLC, by /s/ Alfred J. Chianese, attorney-in-fact 22 Aug 2025 0001631543

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 +265,000 +9.5% $0.000000 3,065,000 21 Aug 2025 See footnotes F1, F2, F3
holding OLO CLASS A COMMON STOCK 25,928 21 Aug 2025 See footnote F4
holding OLO CLASS A COMMON STOCK 25,928 21 Aug 2025 See footnote F5
holding OLO CLASS A COMMON STOCK 409,426 21 Aug 2025 See footnote F6

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 -265,000 -0.9% $0.000000 29,155,439 21 Aug 2025 CLASS A COMMON STOCK 265,000 See footnotes F1, F2, F3, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The conversion of these shares of Class B Common Stock into Class A Common Stock was effected to ensure that the Reporting Persons' ownership of the issuer's outstanding voting stock does not exceed 49.9%, in connection with the settlement of the class action and derivative complaint filed against the issuer in the Court of the Chancery of the State of Delaware captioned Scarantino v. Glass, et al. (C.A. No. 2024-0517-KSJM), as described in the issuer's prior SEC filings.
F2 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.
F3 (Continued from footnote 2) 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 Securities Exchange Act of 1934, as amended, or for any other purposes.
F4 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.
F5 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.
F6 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.
F7 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.