Sec Form 4 Filing - Glass Noah H. @ Olo Inc. - 2021-09-15

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
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)
09/15/2021
(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
Class A Common Stock 09/15/2021 C 95,844 A 95,844 D
Class A Common Stock 09/15/2021 S( 2 ) 94,014 D $ 31.77 ( 3 ) 1,830 D
Class A Common Stock 09/15/2021 S( 2 ) 1,830 D $ 32.54 ( 4 ) 0 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 ( 1 ) 09/15/2021 C 95,844 ( 1 ) ( 1 ) Class A Common Stock 95,844 $ 0 868,719 D
Class B Common Stock ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 3,604,595 3,604,595 I By Trust ( 5 )
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/ Jennifer Wong, Attorney-in-Fact 09/17/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock, uponthe 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 Initial Public Offering, (b) thelast trading day of the fiscal quarter immediately following the date upon which the then outstanding shares of Class B common stock firstrepresent 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.
( 2 )Shares sold pursuant to a Rule 10b5-1 trading plan.
( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.46 to$32.45 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities andExchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth infootnotes (3) and (4).
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.46 to $32.64 inclusive.
( 5 )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.

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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