Olo Form 4 / Nithya B. Das ownership change

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^*

Das Nithya B.

(Last)

(First)

(Middle)

C/O OLO INC.

ONE WORLD TRADE CENTER, 82ND FLOOR

(Street)

NEW YORK

10007

(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	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Legal Officer and Secy

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2021

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/18/2021		C		18,870	A	⁽¹⁾	18,870	D
Class A Common Stock	11/18/2021		S⁽²⁾		18,870	D	$27.69⁽³⁾	0	D
Class A Common Stock	11/19/2021		C		18,870	A	⁽¹⁾	18,870	D
Class A Common Stock	11/19/2021		S⁽²⁾		18,870	D	$27.04⁽⁴⁾	0	D
Class A Common Stock	11/22/2021		C		18,870	A	⁽¹⁾	18,870	D
Class A Common Stock	11/22/2021		S⁽²⁾		16,070	D	$25.59⁽⁵⁾	2,800	D
Class A Common Stock	11/22/2021		S⁽²⁾		2,800	D	$26.16⁽⁶⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$2.74	11/18/2021		M			7,667	⁽⁷⁾	11/13/2029	Class B Common Stock⁽¹⁾	7,667	$0.00	177,452	D
Class B Common Stock	⁽¹⁾	11/18/2021		M		7,667		⁽¹⁾	⁽¹⁾	Class A Common Stock	7,667	$2.74	7,667	D
Stock Option (Right to Buy)	$5.97	11/18/2021		M			11,203	⁽⁸⁾	11/29/2030	Class B Common Stock⁽¹⁾	11,203	$0.00	362,797	D
Class B Common Stock	⁽¹⁾	11/18/2021		M		11,203		⁽¹⁾	⁽¹⁾	Class A Common Stock	11,203	$5.97	18,870	D
Class B Common Stock	⁽¹⁾	11/18/2021		C			18,870	⁽¹⁾	⁽¹⁾	Class A Common Stock	18,870	$0.00	0	D
Stock Option (Right to Buy)	$5.97	11/19/2021		M			18,870	⁽⁸⁾	11/29/2030	Class B Common Stock⁽¹⁾	18,870	$0.00	343,927	D
Class B Common Stock	⁽¹⁾	11/19/2021		M		18,870		⁽¹⁾	⁽¹⁾	Class A Common Stock	18,870	$5.97	18,870	D
Class B Common Stock	⁽¹⁾	11/19/2021		C			18,870	⁽¹⁾	⁽¹⁾	Class A Common Stock	18,870	$0.00	0	D
Stock Option (Right to Buy)	$5.97	11/22/2021		M			18,870	⁽⁸⁾	11/29/2030	Class B Common Stock⁽¹⁾	18,870	$0.00	325,057	D
Class B Common Stock	⁽¹⁾	11/22/2021		M		18,870		⁽¹⁾	⁽¹⁾	Class A Common Stock	18,870	$5.97	18,870	D
Class B Common Stock	⁽¹⁾	11/22/2021		C			18,870	⁽¹⁾	⁽¹⁾	Class A Common Stock	18,870	$0.00	0	D

Explanation of Responses:

1. 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.

2. Shares sold pursuant to a Rule 10b5-1 trading plan.

3. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $27.14 to $28.07, 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 ranges set forth in footnotes (3), (4), (5) and (6) to this Form 4.

4. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $26.82 to $27.76, inclusive.

5. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $25.02 to $26.01, inclusive.

6. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $26.02 to $26.32, inclusive

7. One-fourth of the shares underlying the option vested and became exercisable on October 1, 2020; the remainder shall vest and become exercisable in 36 equal monthly installments on the 1st day of each calendar month beginning on November 1, 2020, subject to the Reporting Person's continued service with the Issuer through each such vesting date.

8. 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.

Remarks:

	/s/ Jennifer C. Wong, Attorney-in-Fact	11/22/2021
	** 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 4 (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.

Olo (OLO) Form 4Olo / Nithya B. Das ownership change