Sec Form 4 Filing - Robinson James D IV @ Olo Inc. - 2022-02-28

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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, 130 EAST 59TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2022
(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 02/28/2022 C( 1 ) 215,537 A 794,569 D
Class A Common Stock 03/01/2022 C( 2 ) 330,334 A 330,334 I See Footnote( 2 )
Class A Common Stock 03/01/2022 S 330,334 D $ 14.21( 3 ) 0 I See Footnote( 2 )
Class A Common Stock 03/02/2022 S 101,666 D $ 13.63( 4 ) 692,903 D
Class A Common Stock 03/02/2022 S 84,207 D $ 14.14( 5 ) 608,696 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 ( 4 ) 02/28/2022 J( 1 ) 215,537 ( 5 ) ( 5 ) Class A Common Stock 215,537 ( 6 ) 3,584,141 I See Footnote( 7 )
Class B Common Stock ( 4 ) 03/01/2022 C( 2 ) 330,334 ( 5 ) ( 5 ) Class A Common Stock 330,344 $ 0 0 I See Footnote( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Robinson James D IV
C/O RRE VENTURES
130 EAST 59TH STREET
NEW YORK, NY10022
X X
Signatures
/s/ William Porteous, attorney in fact for James D. Robinson IV 03/02/2022
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 IV") 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 )These shares were held by RRE Advisors LLC ("Advisors") and automatically converted from shares of Class B Common Stock to shares of Class A Common Stock on a one-for-one basis upon theirs sale by Advisors. The managers and owners of Advisors are each of James D. Robinson IV, Stuart J. Ellman and William D. Porteous. 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.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.92 to $14.66, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, 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 this footnotes (3), (4) and (5)
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.01 to $14.00, inclusive.
( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.01 to $14.27, inclusive.
( 6 )Ventures IV distributed these shares of Class B Common Stock to its partners on a pro rata basis, for no consideration, which converted to shares of Class A Common Stock upon distribution.
( 7 )Held by Ventures IV. The general partner of Ventures IV is GP 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.

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.