Sec Form 3/A Filing - RPII Order LLC @ Olo Inc. - 2021-03-16

FORM 3/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person RPII Order LLC 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) (Last) (First) (Middle) C/O THE RAINE GROUP, 65 EAST 55TH STREET, 24TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/16/2021 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 03/16/2021 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Class B Common Stock ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 2,797,996 I Directly held by RPII Order LLC ( 3 ) Series A-1 Preferred Stock ( 4 ) ( 4 ) ( 4 ) Class B Common Stock ( 1 ) ( 2 ) 5,270,170 I Directly held by RPII Order LLC ( 3 ) Series B Preferred Stock ( 4 ) ( 4 ) ( 4 ) Class B Common Stock ( 1 ) ( 2 ) 211,293 I Directly held by RPII Order LLC ( 3 ) Series C Preferred Stock ( 4 ) ( 4 ) ( 4 ) Class B Common Stock ( 1 ) ( 2 ) 468,826 I Directly held by RPII Order LLC ( 3 ) Series D Preferred Stock ( 4 ) ( 4 ) ( 4 ) Class B Common Stock ( 1 ) ( 2 ) 23,962,843 I Directly held by RPII Order LLC ( 3 ) Series E Preferred Stock ( 4 ) ( 4 ) ( 4 ) Class B Common Stock ( 1 ) ( 2 ) 1,509,311 I Directly held by RPII Order LLC ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RPII Order LLC C/O THE RAINE GROUP 65 EAST 55TH STREET, 24TH FLOOR NEW YORK, NY10022 X Raine Partners II LP C/O THE RAINE GROUP 65 EAST 55TH STREET, 24TH FLOOR NEW YORK, NY10022 X Raine Capital LLC C/O THE RAINE GROUP 65 EAST 55TH STREET, 24TH FLOOR NEW YORK, NY10022 X Raine Associates II LP C/O THE RAINE GROUP 65 EAST 55TH STREET, 24TH FLOOR NEW YORK, NY10022 X Raine Group LLC C/O THE RAINE GROUP 65 EAST 55TH STREET, 24TH FLOOR NEW YORK, NY10022 X Raine Holdings LLC C/O THE RAINE GROUP 65 EAST 55TH STREET, 24TH FLOOR NEW YORK, NY10022 X Signatures By: /s/ RPII Order LLC, By Alfred J. Chianese, Attorney-in-fact 10/08/2021 Signature of Reporting Person Date By: /s/ Raine Partners II LP, By Alfred J. Chianese, Attorney-in-fact 10/08/2021 Signature of Reporting Person Date By: /s/ Raine Capital LLC, By Alfred J. Chianese, Attorney-in-fact 10/08/2021 Signature of Reporting Person Date By: /s/ Raine Associates II LP, By Alfred J. Chianese, Attorney-in-fact 10/08/2021 Signature of Reporting Person Date By: /s/ The Raine Group LLC, By Alfred J. Chianese, Attorney-in-fact 10/08/2021 Signature of Reporting Person Date By: /s/ Raine Holdings LLC, By Alfred J. Chianese, Attorney-in-fact 10/08/2021 Signature of Reporting Person Date

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 )These shares are owned by RPII Order LLC (the "LLC"). The sole member of the LLC is Raine Partners II LP, which is managed by Raine Capital LLC, an SEC-registered Investment Advisor. The Reporting Persons disclaim beneficial ownership over the shares held by the LLC 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 or for any other purpose. ( 4 )Each share of preferred stock will automatically convert into the same number of shares of Class B Common Stock upon the closing of the IPO and has no expiration date. In addition, each share of the Series A-1 Preferred stock will convert into 10 shares of Class B Common Stock at the closing of the IPO and has no expiration date.

Remarks: Exhibit List: Exhibit 24 - Power of Attorney.No Table I securities beneficially owned.This Amendment to the Form 3 filed on March 16, 2021 (the "Original Form 3") is being filed solely to (i) add Raine Associates II LP, The Raine Group LLC and Raine Holdings LLC as Reporting Persons, (ii) add a reference to footnote (1) in column 3 of the line item for the Series E Preferred Stock, and (iii) replace Exhibit 24 with a new Power of Attorney. No other changes to the substance of the Original Form 3 have been made.

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).

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