RPII Order LLC - 12 Sep 2025 Form 4 Insider Report for Olo Inc. (OLO)

Reporting relationship: 10%+ Owner
Issuer ticker: OLO
Reported as of: 12 Sep 2025
Net transaction value: -$334,987,640
SEC form: 4
Accepted by SEC: 12 Sep 2025, 10:37:14 UTC
Prior SEC filing: 22 Aug 2025
Source filing: View source filing
Reporting owner signature: RPII Order LLC, by /s/ Alfred J. Chianese, attorney-in-fact

Key filing fact

RPII Order LLC filed Form 4 for Olo Inc. (OLO) on 12 Sep 2025.

Key facts

This page summarizes RPII Order LLC's Form 4 filing for Olo Inc. (OLO).
5 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 12 Sep 2025, 10:37.

Change

Previous filing in this sequence was filed on 22 Aug 2025.
Current net transaction value: -$334,987,640.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (7)

CIK 0001845982 Primary reporting owner

RPII Order LLC

Relationship: 10%+ Owner
Address: C/O THE RAINE GROUP LLC, 65 EAST 55TH STREET, 24TH FLOOR, NEW YORK
Signature: RPII Order LLC, by /s/ Alfred J. Chianese, attorney-in-fact
Signature date: 12 Sep 2025

CIK 0001594261

Raine Partners II LP

Relationship: 10%+ Owner
Address: C/O THE RAINE GROUP LLC, 65 EAST 55TH STREET, 24TH FLOOR, NEW YORK
Signature: Raine Partners II LP, by /s/ Alfred J. Chianese, attorney-in-fact
Signature date: 12 Sep 2025

CIK 0001887509

Raine Associates II LP

Relationship: 10%+ Owner
Address: C/O THE RAINE GROUP LLC, 65 EAST 55TH STREET, 24TH FLOOR, NEW YORK
Signature: Raine Associates II LP, by /s/ Alfred J. Chianese, attorney-in-fact
Signature date: 12 Sep 2025

CIK 0001956806

Raine Management LLC

Relationship: 10%+ Owner
Address: C/O THE RAINE GROUP LLC, 65 EAST 55TH STREET, 24TH FLOOR, NEW YORK
Signature: Raine Management LLC, by /s/ Alfred J. Chianese, attorney-in-fact
Signature date: 12 Sep 2025

CIK 0001887502

Raine Group LLC

Relationship: 10%+ Owner
Address: C/O THE RAINE GROUP LLC, 65 EAST 55TH STREET, 24TH FLOOR, NEW YORK
Signature: The Raine Group LLC, by /s/ Alfred J. Chianese, attorney-in-fact
Signature date: 12 Sep 2025

CIK 0001887500

Raine Holdings LLC

Relationship: 10%+ Owner
Address: C/O THE RAINE GROUP LLC, 65 EAST 55TH STREET, 24TH FLOOR, NEW YORK
Signature: Raine Holdings LLC, by /s/ Alfred J. Chianese, attorney-in-fact
Signature date: 12 Sep 2025

CIK 0001631543

Raine Capital LLC

Relationship: 10%+ Owner
Address: C/O THE RAINE GROUP LLC, 65 EAST 55TH STREET, 24TH FLOOR, NEW YORK
Signature: Raine Capital LLC, by /s/ Alfred J. Chianese, attorney-in-fact
Signature date: 12 Sep 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

OLO transaction

CLASS A COMMON STOCK

Other

Transaction value: $31,416,250
Shares: -3,065,000
Change %: -100%
Price: $10.25
Shares after: 0
Date: 12 Sep 2025
Ownership: See footnote
Footnotes: F1, F2, F3, F4

OLO transaction

CLASS A COMMON STOCK

Other

Transaction value: $265,762
Shares: -25,928
Change %: -100%
Price: $10.25
Shares after: 0
Date: 12 Sep 2025
Ownership: See footnote
Footnotes: F1, F2, F5

OLO transaction

CLASS A COMMON STOCK

Other

Transaction value: $265,762
Shares: -25,928
Change %: -100%
Price: $10.25
Shares after: 0
Date: 12 Sep 2025
Ownership: See footnote
Footnotes: F1, F2, F6

OLO transaction

CLASS A COMMON STOCK

Other

Transaction value: $4,196,616
Shares: -409,426
Change %: -100%
Price: $10.25
Shares after: 0
Date: 12 Sep 2025
Ownership: See footnote
Footnotes: F1, F2, F7

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

OLO transaction Derivative

CLASS B COMMON STOCK

Other

Transaction value: $298,843,250
Shares: -29,155,439
Change %: -100%
Price: $10.25
Shares after: 0
Date: 12 Sep 2025
Ownership: See footnote
Underlying class: CLASS A COMMON STOCK
Underlying amount: 29,155,439
Exercise price
Footnotes: F1, F3, F4, F8, F9

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

RPII Order LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 9 footnotes

Footnote F1

On September 12, 2025, Project Hospitality Parent, LLC ("Parent") acquired the issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the issuer, Parent and Project Hospitality Merger Sub, Inc., a direct, wholly owned subsidiary of Parent ("Merger Sub"), dated as of July 3, 2025 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer, with the issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger").

Footnote F2

Reflects shares of Class A Common Stock of the issuer that, pursuant to the Merger Agreement and in connection with the consummation of the Merger, were automatically canceled and converted into the right to receive $10.25 per share in cash, without interest.

Footnote F3

These shares were 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.

Footnote F4

(Continued from footnote 3) By virtue of these relationships, the Reporting Persons may be deemed to beneficially own the shares held of record by RPII. 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 were 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.

Footnote F5

These shares were 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 were 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.

Footnote F6

These shares were 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 were 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.

Footnote F7

These shares were 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 were 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.

Footnote F8

Each share of Class B Common Stock was convertible into one share of Class A Common Stock of the issuer at any time, at the holder's election, and had no expiration date.

Footnote F9

Reflects shares of Class B Common Stock of the issuer that, pursuant to the Merger Agreement and in connection with the consummation of the Merger, were automatically canceled and converted into the right to receive $10.25 per share in cash, without interest.