Olo (OLO) Form 3 Olo / Andrew J. Murray ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Murray Andrew J.

(Last) (First) (Middle)

C/O OLO INC.

ONE WORLD TRADE CENTER, 82ND FLOOR

(Street)

NEW YORK NY 10007

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/16/2021

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

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(1)(2)	(1)(2)	Class A Common Stock	153,000	(1)(2)	D
Stock Option (Right to Buy)	(3)	01/11/2026	Class B Common Stock(1)(2)	1,971,932	1.67	D
Stock Option (Right to Buy)	(4)	01/20/2030	Class B Common Stock(1)(2)	196,350	2.74	D
Stock Option (Right to Buy)	(5)	01/31/2031	Class B Common Stock(1)(2)	125,800	9.72	D
Stock Appreciation Right	(6)	(6)	Class B Common Stock(1)(2)	683,400	0.059	D

Explanation of Responses:

1. Following the closing of the Issuer's initial public offering (the "IPO"), each share of Class B Common Stock will be convertible at any time at the option of the Reporting Person into one share of Class A Common Stock, and has no expiration date. After the closing of the Issuer's IPO, on any transfer of shares of Class B Common Stock, each such transferred share will automatically convert into one share of Class A Common Stock, except for certain "Permitted Transfers" described in the Issuer's amended and restated certificate of incorporation.

2. 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 IPO, (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.

3. Immediately exercisable.

4. 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.

5. One-sixteenth of the shares underlying the option shall vest and become exercisable on April 1, 2021; the remaining shares shall vest in 45 equal monthly installments on the 1st day of each calendar month beginning on May 1, 2021, subject to the Reporting Person's continued service with the Issuer through each such vesting date.

6. Each Stock Appreciation Right will convert into the same number of shares of Class B Common Stock upon the completion of the IPO.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney No Table I securities beneficially owned

	/s/ Shashi Khiani, Attorney-in-Fact	03/16/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.