| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Manning Sherri | Chief People Officer | C/O OLO INC., 285 FULTON STREET, ONE WORLD TRADE CENTER, 82ND FLOOR, NEW YORK | /s/ Jennifer C. Wong, Attorney-in-Fact | 12 Sep 2025 | 0001634755 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | OLO | Class A Common Stock | Award | $0 | +194,400 | +67% | $0.000000 | 486,718 | 12 Sep 2025 | Direct | F1, F2 |
| transaction | OLO | Class A Common Stock | Disposed to Issuer | -486,718 | -100% | 0 | 12 Sep 2025 | Direct | F1, F3, F4, F5 |
Sherri Manning is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | This Form 4 reports transactions in connection with 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 | Represents shares underlying outstanding performance-based restricted stock units ("PSUs") previously granted to the Reporting Person of which all fully vested as of the Effective Time. The number of shares of Class A Common Stock subject to such PSUs was determined in good faith by the Company Board as of immediately prior to the Effective Time by deeming the performance metrics of such Company PSUs achieved at actual levels of performance effective as of the Effective Time. |
| F3 | Includes 189,667 unvested and outstanding restricted stock units subject to time-based vesting conditions (the "RSUs") at the Effective Time. Each RSU represents the contingent right to receive one share of Issuer's Class A Common Stock, par value $0.001 per share (the "Issuer Common Stock") upon vesting and settlement. Pursuant to the terms of the Merger Agreement at the Effective Time, each outstanding RSU was cancelled and extinguished and converted into a contingent right to receive solely an amount in cash (without interest and subject to any applicable withholding or other taxes) equal to the product of (i) the Merger Consideration (as defined below) payable with respect to such RSU multiplied by (ii) the aggregate number of shares of Issuer Common Stock subject to such RSU immediately prior to the Effective Time (the "Cash Replacement RSU Amounts"). |
| F4 | The Cash Replacement RSU Amounts will, subject to the Reporting Person's continued service through the applicable vesting dates, vest and be payable at the same time as the RSUs for which the Cash Replacement RSU Amounts were exchanged would have vested pursuant to its terms. |
| F5 | Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding share of Issuer Common Stock was cancelled and automatically converted into the right to receive $10.25 in cash ("Merger Consideration"), without interest, less any applicable withholding taxes. |