RRE Ventures IV SC 13G Olo / RRE Ventures IV ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Olo Inc.

(Name of Issuer)

Class A Common Stock, par value $0.001

(Title of Class of Securities)

68134L109

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAMES OF REPORTING PERSONS   RRE Ventures IV, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   7,134,141
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   7,134,141

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   7,134,141
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   11.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

1	NAMES OF REPORTING PERSONS   RRE Ventures GP IV, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   7,134,141
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   7,134,141

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   7,134,141
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   11.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

1	NAMES OF REPORTING PERSONS   RRE Advisors LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   330,334
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   330,334

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   330,334
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   0.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   OO

1	NAMES OF REPORTING PERSONS   James D. Robinson IV
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   7,464,475
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   7,464,475

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   7,464,475
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   11.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

1	NAMES OF REPORTING PERSONS   Stuart J. Ellman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   7,464,475
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   7,464,475

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   7,464,475
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   11.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

1	NAMES OF REPORTING PERSONS   William D. Porteous
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a)  ☐        (b)  ☒
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:	5	SOLE VOTING POWER   0
	6	SHARED VOTING POWER   7,464,475
	7	SOLE DISPOSITIVE POWER   0
	8	SHARED DISPOSITIVE POWER   7,464,475

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   7,464,475
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   11.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IN

Item 1(a). Name of Issuer:

Olo Inc. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

285 Fulton Street, One World Trade Center, 82nd Floor

New York, NY 10007

Item 2(a). Names of Persons Filing:

The name of the persons filing this report (the “Reporting Persons”) are:

(i) RRE Ventures IV, L.P.

(ii) RRE Ventures GP IV, LLC

(iii) RRE Advisors LLC

(iv) James D. Robinson IV

(v) Stuart J. Ellman

(vi) William D. Porteous

Item 2(b). Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of the Reporting Persons is:

130 East 59th Street, 17th Floor,

New York, NY 10022

Item 2(c). Citizenship:

RRE Ventures IV, L.P.	Delaware
RRE Ventures GP IV, LLC	Delaware
RRE Advisors LLC	Delaware
James D. Robinson IV	United States
Stuart J. Ellman	United States
William D. Porteous	United States

Item 2(d). Title of Class of Securities:

Class A Common Stock, par value $0.001 (“Common Stock”)

Item 2(e). CUSIP Number:

68134L109

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4. Ownership.

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages are based on 57,078,716 outstanding shares of Class A Common Stock as reported in the Issuer’s Form 10-Q filed November 9, 2021. The Class B Common Stock is convertible at the holder’s option into the Issuer’s Class A Common Stock on a 1-for-1 basis. The holders of Class B Common Stock are entitled to ten votes per share and the holders of Class A Common Stock are entitled to one vote per share. The percentages set forth on the cover pages to this Schedule 13G are based on the number of outstanding shares of Class A Common Stock, treating only shares of Class B Common Stock beneficially owned by each Reporting Person as converted for purposes of this percentage.

As of December 31, 2021, RRE Ventures IV, L.P. held 7,134,141 shares of Class B Common Stock and RRE Advisors LLC held 330,334 shares of Class B Common Stock. RRE Ventures GP IV, LLC is the general partner of RRE Ventures IV, L.P. Messrs. Robinson IV, Ellman, and Porteous are the managing members and officers of RRE Ventures GP IV, LLC and the managers and owners of RRE

Advisors LLC.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ☐.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 25, 2022

RRE Ventures IV, L.P.
By:	RRE Ventures GP IV, LLC
By:	/s/ William D. Porteous
	An Authorized Signatory
RRE Ventures GP IV, LLC
By:	/s/ William D. Porteous
	An Authorized Signatory
RRE Advisors LLC
By:	/s/ William D. Porteous
	An Authorized Signatory
JAMES D. ROBISON IV
By:	/s/ William D. Porteous
	As Attorney-in-Fact
STUART J. ELLMAN
By:	/s/ William D. Porteous
	As Attorney-in-Fact
WILLIAM D. PORTEOUS
By:	/s/ William D. Porteous
	William D. Porteous, individually