Andrew J. Murray - Dec 23, 2021 Form 4 Insider Report for Olo Inc. (OLO)

Role: Chief Technology Officer
Signature: /s/ Jennifer Wong, Attorney-in-Fact
Stock symbol: OLO
Transactions as of: Dec 23, 2021
Transactions value $: $99,914
Form type: 4
Date filed: 12/28/2021, 04:50 PM
Previous filing: Dec 1, 2021

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	-36.5K	-18.57%	$0.00	160K	Dec 23, 2021	Class B Common Stock	36.5K	$2.74	Direct	F1
transaction	OLO	Class B Common Stock	Options Exercise	$99.9K	+36.5K	+58.13%	$2.74	99.2K	Dec 23, 2021	Class A Common Stock	36.5K		Direct	F2

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

Explanation of Responses:

Id	Content
F1	One-fourth of the shares underlying the option vested and became exercisable on January 15, 2021; the remainder shall vest and become exercisable in 36 equal monthly installments on the 15th day of each calendar month beginning on February 15,2021, subject to the Reporting Person's continued service with the Issuer through each such vesting date.
F2	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.

Content

One-fourth of the shares underlying the option vested and became exercisable on January 15, 2021; the remainder shall vest and become exercisable in 36 equal monthly installments on the 15th day of each calendar month beginning on February 15,2021, subject to the Reporting Person's continued service with the Issuer through each such vesting date.

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.