Nithya B. Das - Nov 23, 2021 Form 4 Insider Report for Olo Inc. (OLO)

Role: Chief Legal Officer and Secy
Signature: /s/ Jennifer C. Wong, Attorney-in-Fact
Stock symbol: OLO
Transactions as of: Nov 23, 2021
Transactions value $: -$216,496
Form type: 4
Date filed: 11/26/2021, 04:37 PM
Previous filing: Nov 22, 2021
Next filing: Dec 6, 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		+11.2K			11.2K	Nov 23, 2021	Direct	F1
transaction	OLO	Class A Common Stock	Sale	-$283K	-11.2K	-100%	$25.30	0	Nov 23, 2021	Direct	F2, F3

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	Stock Option (Right to Buy)	Options Exercise	$0	-11.2K	-3.45%	$0.00	314K	Nov 23, 2021	Class B Common Stock	11.2K	$5.97	Direct	F1, F4
transaction	OLO	Class B Common Stock	Options Exercise	$66.9K	+11.2K		$5.97	11.2K	Nov 23, 2021	Class A Common Stock	11.2K		Direct	F1
transaction	OLO	Class B Common Stock	Conversion of derivative security	$0	-11.2K	-100%	$0.00^*	0	Nov 23, 2021	Class A Common Stock	11.2K		Direct	F1

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

Explanation of Responses:

Id	Content
F1	Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock, upon the following: (1) the sale or transfer of such share of Class B Common Stock; (2) the death of the Reporting Person; and (3) on the final conversion date, defined as the earlier of (a) the trading day immediately following the seventh anniversary of the Initial Public Offering, (b) the last trading day of the fiscal quarter immediately following the date upon which the then outstanding shares of Class B common stock first represent less than 10% of the aggregate number of the then outstanding shares of Class A common stock and Class B common stock, or (c) the date specified by a vote of the holders of a majority of the outstanding shares of Class B common stock, voting as a single class.
F2	Shares sold pursuant to a Rule 10b5-1 trading plan.
F3	The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $25.00 to $25.71, inclusive. The Reporting Person undertakes to provide to Olo Inc., any security holder of Olo Inc, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
F4	One-fourth of the shares underlying the option became exercisable on November 1, 2021; the remainder shall vest and become exercisable in 36 equal monthly installments on the 1st day of each calendar month beginning on December 1, 2021, subject to the Reporting Person's continued service with the Issuer through each such vesting date.