Olo (OLO) Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RPII Order LLC

(Last) (First) (Middle)

C/O THE RAINE GROUP

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Olo Inc. [ OLO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
CLASS A COMMON STOCK	03/16/2021		A		7,974	A(1)	$0.00	7,974	I	See footnotes(2)(3)
CLASS A COMMON STOCK	03/16/2021		A		7,974	A(1)	$0.00	7,974	I	See footnote(4)
CLASS A COMMON STOCK	06/16/2022		A		17,954	A(1)	$0.00	25,928	I	See footnotes(2)(3)
CLASS A COMMON STOCK	06/16/2022		A		17,954	A(1)	$0.00	25,928	I	See footnote(4)
CLASS A COMMON STOCK								409,426	I	See footnote(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

RPII Order LLC

(Last) (First) (Middle)

C/O THE RAINE GROUP

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Raine Partners II LP

(Last) (First) (Middle)

C/O THE RAINE GROUP

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Raine Associates II LP

(Last) (First) (Middle)

C/O THE RAINE GROUP

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Raine Management LLC

(Last) (First) (Middle)

C/O THE RAINE GROUP

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Raine Group LLC

(Last) (First) (Middle)

C/O THE RAINE GROUP

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Raine Holdings LLC

(Last) (First) (Middle)

C/O THE RAINE GROUP

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Raine Capital LLC

(Last) (First) (Middle)

C/O THE RAINE GROUP

65 EAST 55TH STREET, 24TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. Represents a grant of restricted stock units ("RSUs") which convert into shares of Class A Common Stock on a one-for-one basis. The RSUs will fully vest on the earlier of (i) the one year anniversary of the grant date and (ii) the day immediately prior to the Issuer's next annual meeting of stockholders following the grant date, subject to the Reporting Person's continuous service with the Issuer as of such vesting date.

2. These shares are held of record by Brandon Gardner, a member of the board of directors (the "Board") of Olo Inc. (the "Company"). Mr. Gardner is a partner of Raine Holdings LLC ("Raine Holdings"), which is the majority member of The Raine Group LLC ("Raine Group"), which is the manager of Raine Management LLC ("Raine Management"), which is the general partner of Raine Associates II LP ("Raine Associates"), which is the general partner of Raine Partners II LP ("Raine Partners"), which is the sole manager of RPII Order LLC ("RPII"). Raine Capital LLC ("Raine Capital") is investment manager to Raine Partners.

3. (Continued from Footnote 2) 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 are 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.

4. These shares are held of record by Colin Neville, a member of the Company's Board. Mr. Neville is a partner of Raine Holdings, which is the majority member of Raine Group, which is the manager of Raine Management, which is the general partner of Raine Associates, which is the general partner of Raine Partners, which is the sole manager of RPII. Raine Capital is investment manager 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 are 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.

5. These shares are held directly by Raine Associates. The shares may also be deemed to be beneficially owned by Raine Management, as the general partner of Raine Associates, Raine Group, as the manager of Raine Management, Raine Holdings, as the majority member of Raine Group, as well as Raine Capital as investment manager to Raine Partners. 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 are 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.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	RPII Order LLC, by /s/ Alfred J. Chianese, attorney-in-fact	12/05/2022
	Raine Partners II LP, by /s/ Alfred J. Chianese, attorney-in-fact	12/05/2022
	Raine Associates II LP, by /s/ Alfred J. Chianese, attorney-in-fact	12/05/2022
	Raine Management LLC, by /s/ Alfred J. Chianese, attorney-in-fact	12/05/2022
	The Raine Group LLC, by /s/ Alfred J. Chianese, attorney-in-fact	12/05/2022
	Raine Holdings LLC, by /s/ Alfred J. Chianese, attorney-in-fact	12/05/2022
	Raine Capital LLC, by /s/ Alfred J. Chianese, attorney-in-fact	12/05/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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