Sec Form 3 Filing - Glass Noah H. @ Olo Inc. - 2021-03-16

FORM 3 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 Glass Noah H. 2. Issuer Name and Ticker or Trading Symbol Olo Inc. [ OLO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) C/O OLO INC., ONE WORLD TRADE CENTER, 82ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/16/2021 (Street) NEW YORK, NY10007 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

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 964,563 D Class B Common Stock ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 3,604,595 I By Trust ( 3 ) Stock Option (Right to Buy) $ 0.16 ( 4 ) 02/11/2023 Class B Common Stock ( 1 ) ( 2 ) 1,076,865 D Stock Option (Right to Buy) $ 1.67 ( 4 ) 01/11/2026 Class B Common Stock ( 1 ) ( 2 ) 5,809,070 D Stock Option (Right to Buy) $ 2.74 ( 5 ) 01/20/2030 Class B Common Stock ( 1 ) ( 2 ) 415,871 D Stock Option (Right to Buy) $ 9.72 ( 6 ) 01/31/2031 Class B Common Stock ( 1 ) ( 2 ) 897,600 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Glass Noah H. C/O OLO INC. ONE WORLD TRADE CENTER, 82ND FLOOR NEW YORK, NY10007 X CEO Signatures /s/ Shashi Khiani, Attorney-in-Fact 03/16/2021 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 held by the Glass Family Trust (the "Trust"). The Reporting Person is the Trustee and a beneficiary of the Trust. The Reporting Person disclaims beneficial ownership of the shares owned by the Trust except to the extent of his pecuniary interest therein, if any. ( 4 )Immediately exercisable. ( 5 )One-fourth of the shares underlying the option vested and became exercisable on January 15, 2021; the remaining shares shall vest in 36 equal monthly installments on the 15th day of each calendar month beginning on February 15, 2021, subject to the Reporting Person's continued service with the Issuer through each such vesting date. ( 6 )One-sixteenth of the shares underlying the option shall vest and become exercisable on April 1, 2021; the remaining shares shall vest in 45 equal monthly installments on the 1st day of each calendar month beginning on May 1, 2021, subject to the Reporting Person's continued service with the Issuer through each such vesting date.

Remarks: Exhibit List - Exhibit 24 - Power of AttorneyNo Table I securities beneficially owned

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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