David A. Frankel - 12 Sep 2025 Form 4 Insider Report for Olo Inc. (OLO)

Role
Director, 10%+ Owner
Signature
/s/ Jennifer C. Wong, Attorney-in-Fact
Issuer symbol
OLO
Transactions as of
12 Sep 2025
Net transactions value
$0
Form type
4
Filing time
12 Sep 2025, 16:56:35 UTC
Previous filing
02 Jul 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Frankel David A. Director, 10%+ Owner C/O STONEHAGE FLEMING US LLC, 1700 MARKET STREET, SUITE 3010, PHILADELPHIA /s/ Jennifer C. Wong, Attorney-in-Fact 12 Sep 2025 0001682665

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OLO Class A Common Stock Disposed to Issuer -123,242 -100% 0 12 Sep 2025 Direct 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 Disposed to Issuer $0 -13,157,966 -100% $0.000000 0 12 Sep 2025 Class A Common Stock 13,157,966 By LLC F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

David A. Frankel is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated July 3, 2025, by and among the Issuer, Olo Parent, Inc. (f/k/a Project Hospitality Parent, LLC), a Delaware corporation ("Parent") and Project Hospitality Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). On September 12, 2025 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly-owned subsidiary of Parent.
F2 Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding share of Issuer Class A Common Stock and Class B Common Stock (together, "Common Stock") was cancelled and automatically converted into the right to receive $10.25 in cash, without interest, less any applicable withholding taxes.
F3 These shares are held by Raqtinda Investments LLC (the "LLC"). The Reporting Person, along with Peter Rosenberg, has shared voting and dispositive power over 13,157,966 shares of Class B common stock. The Reporting Person disclaims beneficial ownership of the shares held by the LLC except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.