3/A//SEC Filing
RPII Order LLC 3/A
Accession 0000899243-21-039742
CIK 0001431695other
Filed
Oct 7, 8:00 PM ET
Accepted
Oct 8, 5:52 PM ET
Size
26.0 KB
Accession
0000899243-21-039742
Insider Transaction Report
Form 3/AAmended
Olo Inc.OLO
RPII Order LLC
10% Owner
Holdings
- (indirect: By LLC)
Class B Common Stock
→ Class A Common Stock (2,797,996 underlying) - (indirect: By LLC)
Series D Preferred Stock
→ Class B Common Stock (23,962,843 underlying) - (indirect: By LLC)
Series A-1 Preferred Stock
→ Class B Common Stock (5,270,170 underlying) - (indirect: By LLC)
Series E Preferred Stock
→ Class B Common Stock (1,509,311 underlying) - (indirect: By LLC)
Series C Preferred Stock
→ Class B Common Stock (468,826 underlying) - (indirect: By LLC)
Series B Preferred Stock
→ Class B Common Stock (211,293 underlying)
Raine Partners II LP
10% Owner
Holdings
- (indirect: By LLC)
Series E Preferred Stock
→ Class B Common Stock (1,509,311 underlying) - (indirect: By LLC)
Series C Preferred Stock
→ Class B Common Stock (468,826 underlying) - (indirect: By LLC)
Series B Preferred Stock
→ Class B Common Stock (211,293 underlying) - (indirect: By LLC)
Series D Preferred Stock
→ Class B Common Stock (23,962,843 underlying) - (indirect: By LLC)
Series A-1 Preferred Stock
→ Class B Common Stock (5,270,170 underlying) - (indirect: By LLC)
Class B Common Stock
→ Class A Common Stock (2,797,996 underlying)
Raine Associates II LP
10% Owner
Holdings
- (indirect: By LLC)
Series C Preferred Stock
→ Class B Common Stock (468,826 underlying) - (indirect: By LLC)
Series D Preferred Stock
→ Class B Common Stock (23,962,843 underlying) - (indirect: By LLC)
Series E Preferred Stock
→ Class B Common Stock (1,509,311 underlying) - (indirect: By LLC)
Class B Common Stock
→ Class A Common Stock (2,797,996 underlying) - (indirect: By LLC)
Series A-1 Preferred Stock
→ Class B Common Stock (5,270,170 underlying) - (indirect: By LLC)
Series B Preferred Stock
→ Class B Common Stock (211,293 underlying)
Raine Group LLC
10% Owner
Holdings
- (indirect: By LLC)
Series B Preferred Stock
→ Class B Common Stock (211,293 underlying) - (indirect: By LLC)
Series C Preferred Stock
→ Class B Common Stock (468,826 underlying) - (indirect: By LLC)
Series E Preferred Stock
→ Class B Common Stock (1,509,311 underlying) - (indirect: By LLC)
Class B Common Stock
→ Class A Common Stock (2,797,996 underlying) - (indirect: By LLC)
Series A-1 Preferred Stock
→ Class B Common Stock (5,270,170 underlying) - (indirect: By LLC)
Series D Preferred Stock
→ Class B Common Stock (23,962,843 underlying)
Raine Capital LLC
10% Owner
Holdings
- (indirect: By LLC)
Series B Preferred Stock
→ Class B Common Stock (211,293 underlying) - (indirect: By LLC)
Series D Preferred Stock
→ Class B Common Stock (23,962,843 underlying) - (indirect: By LLC)
Class B Common Stock
→ Class A Common Stock (2,797,996 underlying) - (indirect: By LLC)
Series A-1 Preferred Stock
→ Class B Common Stock (5,270,170 underlying) - (indirect: By LLC)
Series C Preferred Stock
→ Class B Common Stock (468,826 underlying) - (indirect: By LLC)
Series E Preferred Stock
→ Class B Common Stock (1,509,311 underlying)
Raine Holdings LLC
10% Owner
Holdings
- (indirect: By LLC)
Series B Preferred Stock
→ Class B Common Stock (211,293 underlying) - (indirect: By LLC)
Class B Common Stock
→ Class A Common Stock (2,797,996 underlying) - (indirect: By LLC)
Series A-1 Preferred Stock
→ Class B Common Stock (5,270,170 underlying) - (indirect: By LLC)
Series C Preferred Stock
→ Class B Common Stock (468,826 underlying) - (indirect: By LLC)
Series D Preferred Stock
→ Class B Common Stock (23,962,843 underlying) - (indirect: By LLC)
Series E Preferred Stock
→ Class B Common Stock (1,509,311 underlying)
Footnotes (4)
- [F1]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.
- [F2]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.
- [F3]These shares are owned by RPII Order LLC (the "LLC"). The sole member of the LLC is Raine Partners II LP, which is managed by Raine Capital LLC, an SEC-registered Investment Advisor. The Reporting Persons disclaim beneficial ownership over the shares held by the LLC except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- [F4]Each share of preferred stock will automatically convert into the same number of shares of Class B Common Stock upon the closing of the IPO and has no expiration date. In addition, each share of the Series A-1 Preferred stock will convert into 10 shares of Class B Common Stock at the closing of the IPO and has no expiration date.
Documents
Issuer
Olo Inc.
CIK 0001431695
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001845982
Filing Metadata
- Form type
- 3/A
- Filed
- Oct 7, 8:00 PM ET
- Accepted
- Oct 8, 5:52 PM ET
- Size
- 26.0 KB