Sec Form 4 Filing - Robinson James D IV @ Olo Inc. - 2021-09-08

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Robinson James D IV
2. Issuer Name and Ticker or Trading Symbol
Olo Inc. [ OLO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O RRE VENTURES, 150 EAST 59TH STREET, 17TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/08/2021
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Class A Common Stock 09/08/2021 C( 1 ) 177,249 A 185,223 D
Class A Common Stock 09/08/2021 C( 2 ) 24,158 A 209,381 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 (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 ( 3 ) 09/08/2021 C( 1 ) 177,249 ( 3 ) ( 3 ) Class A Common Stock 177,249 ( 1 ) 13,250,272 I See Footnote ( 4 )
Class B Common Stock ( 3 ) 09/08/2021 C( 2 ) 24,158 ( 3 ) ( 3 ) Class A Common Stock 24,158 ( 2 ) 207,796 I See Footnote ( 5 )
Class B Common Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 330,344 330,334 I See Footnote ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Robinson James D IV
C/O RRE VENTURES
150 EAST 59TH STREET, 17TH FLOOR
NEW YORK, NY10022
X X
Signatures
/s/ William Porteous, attorney in fact for James D. Robinson IV 09/10/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Reporting Person received shares of Class A Common Stock as the result of a pro rata distribution, for no consideration, by RRE Ventures IV, L.P. ("Ventures IV") and its general partner RRE Ventures GP IV, LLC ("GP VI") of Class B Common Stock which automatically converted to Class A Common Stock on a one-for-one basis upon their transfer by Ventures IV.
( 2 )The Reporting Person received shares of Class A Common Stock as the result of a pro rata distribution, for no consideration, by RRE Leaders II, L.P. ("Leaders II") and its general partner RRE Leaders GP II, LLC ("Leaders GP") of Class B Common Stock which automatically converted to Class A Common Stock on a one-for-one basis upon their transfer by Leaders II.
( 3 )Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into Class A Common Stock and 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; and (2) 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.
( 4 )Held by Ventures IV. The managing members and officers of GP IV are James D. Robinson IV, Stuart J. Ellman, and William D. Porteous. Each of GP IV and Messrs. Robinson IV, Ellman, and Porteous disclaim beneficial ownership of the securities reported on this Form 4, except to the extent of its or his pecuniary interest therein, if any.
( 5 )These shares are held by RRE Leaders II, L.P. The managing members and officers of Leaders GP are James D. Robinson IV, Stuart J. Ellman, and William D. Porteous. Each of Leaders GP and Messrs. Robinson IV, Ellman, and Porteous disclaim beneficial ownership of the securities reported on this Form 4, except to the extents of its or his pecuniary interest therein, if any.
( 6 )These shares are held by RRE Advisors LLC ("Advisors"). The managers and owners of Advisors are each of James D. Robinson IV and Stuart J. Ellman. Each of Messrs. Robinson IV, Ellman, and Porteous disclaim beneficial ownership of the securities reported on this Form 4, except to the extents of his pecuniary interest therein, if any.

Remarks:
Exhibit List - Exhibit 24 - Power of Attorney

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