Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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, $0.001 par value per share
(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 disclosures provided in a prior cover page. |
The information required on 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).
| CUSIP NO. 68134L109 | 13 G |
| 1 |
NAMES OF REPORTING PERSONS
Noah Glass | |||||
| 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
9,589,230 (see Item 4 herein) | ||||
| 6 | SHARED VOTING POWER
3,604,595 (see Item 4 herein) | |||||
| 7 | SOLE DISPOSITIVE POWER
9,589,230 (see Item 4 herein) | |||||
| 8 | SHARED DISPOSITIVE POWER
3,604,595 (see Item 4 herein) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,193,825 (see Item 4 herein) | |||||
| 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
18.8% of Class A Common Stock (8.7% of Common Stock) (see Item 4 herein) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| CUSIP NO. 68134L109 | 13 G |
| Item 1(a) | Name of Issuer: |
Olo Inc.
| Item 1(b) | Address of Issuer’s principal executive offices: |
285 Fulton Street
One World Trade Center, 82nd Floor
New York, New York 10007
| Items 2(a) | Name of Reporting Persons filing: |
Noah H. Glass
| Item 2(b) | Address or principal business office or, if none, residence: |
The address of the principal business office of the Reporting Persons is c/o Olo Inc., 285 Fulton Street, One World Trade Center, 82nd Floor, New York, New York 10007.
| Item 2(c) | Citizenship: |
United States of America
| Item 2(d) | Title of class of securities: |
Class A Common Stock, $0.001 par value per share
| Item 2(e) | CUSIP No.: |
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 filings is a: |
Not applicable.
| Item 4 | Ownership |
| (a) | Amount Beneficially Owned: |
As of December 31, 2021, Mr. Glass held sole voting and dispositive power over (i) 775,900 shares of Class B Common Stock held directly by him and (ii) 8,813,330 shares of Class B Common Stock exercisable pursuant to stock options held by Mr. Glass that are exercisable within 60 days of December 31, 2021.
As of December 31, 2021, Mr. Glass’s spouse held voting and dispositive power over 3,604,595 shares of Class B Common Stock held by the Glass Family Trust, for which Mr. Glass’s spouse acts as the sole trustee. Mr. Glass disclaims beneficial ownership of the shares held by the Glass Family Trust, except to the extent of his pecuniary interest therein, if any.
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.
| CUSIP NO. 68134L109 | 13 G |
| (b) | Percent of Class: |
Based on (i) 57,078,716 shares of the Issuer’s Class A Common Stock and (ii) 94,626,917 shares of the Issuer’s Class B Common Stock, in each case, issued and outstanding as of November 5, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2021, and the information set forth in (a) above, Mr. Glass beneficially owned (A) 18.8% of the Issuer’s outstanding Class A Common Stock (treating only shares of Class B Common Stock beneficially owned by Mr. Glass as converted for purposes of computing this percentage), and (B) 8.7% of the Issuer’s outstanding Common Stock.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 9,589,230 |
| (ii) | Shared power to vote or to direct the vote: 3,604,595 |
| (iii) | Sole power to dispose or to direct the disposition of: 9,589,230 |
| (iv) | Shared power to dispose or to direct the disposition of: 3,604,595 |
| 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 | Certifications |
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2022
| By: | /s/ Noah H. Glass | |
| Noah Glass |