4//SEC Filing
RPII Order LLC 4
Accession 0000950170-25-066840
CIK 0001431695other
Filed
May 7, 8:00 PM ET
Accepted
May 8, 3:35 PM ET
Size
24.4 KB
Accession
0000950170-25-066840
Insider Transaction Report
Form 4
Olo Inc.OLO
Raine Partners II LP
10% Owner
Transactions
- Conversion
CLASS A COMMON STOCK
2025-05-07+700,000→ 2,800,000 total(indirect: See footnote) - Conversion
CLASS B COMMON STOCK
2025-05-07−700,000→ 29,420,439 total(indirect: See footnote)→ CLASS A COMMON STOCK (700,000 underlying)
Holdings
- 25,928(indirect: See footnote)
CLASS A COMMON STOCK
- 25,928(indirect: See footnote)
CLASS A COMMON STOCK
- 409,426(indirect: See footnote)
CLASS A COMMON STOCK
Raine Associates II LP
10% Owner
Transactions
- Conversion
CLASS A COMMON STOCK
2025-05-07+700,000→ 2,800,000 total(indirect: See footnote) - Conversion
CLASS B COMMON STOCK
2025-05-07−700,000→ 29,420,439 total(indirect: See footnote)→ CLASS A COMMON STOCK (700,000 underlying)
Holdings
- 25,928(indirect: See footnote)
CLASS A COMMON STOCK
- 409,426(indirect: See footnote)
CLASS A COMMON STOCK
- 25,928(indirect: See footnote)
CLASS A COMMON STOCK
Raine Management LLC
10% Owner
Transactions
- Conversion
CLASS B COMMON STOCK
2025-05-07−700,000→ 29,420,439 total(indirect: See footnote)→ CLASS A COMMON STOCK (700,000 underlying) - Conversion
CLASS A COMMON STOCK
2025-05-07+700,000→ 2,800,000 total(indirect: See footnote)
Holdings
- 25,928(indirect: See footnote)
CLASS A COMMON STOCK
- 409,426(indirect: See footnote)
CLASS A COMMON STOCK
- 25,928(indirect: See footnote)
CLASS A COMMON STOCK
Raine Group LLC
10% Owner
Transactions
- Conversion
CLASS A COMMON STOCK
2025-05-07+700,000→ 2,800,000 total(indirect: See footnote) - Conversion
CLASS B COMMON STOCK
2025-05-07−700,000→ 29,420,439 total(indirect: See footnote)→ CLASS A COMMON STOCK (700,000 underlying)
Holdings
- 409,426(indirect: See footnote)
CLASS A COMMON STOCK
- 25,928(indirect: See footnote)
CLASS A COMMON STOCK
- 25,928(indirect: See footnote)
CLASS A COMMON STOCK
Raine Capital LLC
10% Owner
Transactions
- Conversion
CLASS B COMMON STOCK
2025-05-07−700,000→ 29,420,439 total(indirect: See footnote)→ CLASS A COMMON STOCK (700,000 underlying) - Conversion
CLASS A COMMON STOCK
2025-05-07+700,000→ 2,800,000 total(indirect: See footnote)
Holdings
- 25,928(indirect: See footnote)
CLASS A COMMON STOCK
- 25,928(indirect: See footnote)
CLASS A COMMON STOCK
- 409,426(indirect: See footnote)
CLASS A COMMON STOCK
RPII Order LLC
10% Owner
Transactions
- Conversion
CLASS B COMMON STOCK
2025-05-07−700,000→ 29,420,439 total(indirect: See footnote)→ CLASS A COMMON STOCK (700,000 underlying) - Conversion
CLASS A COMMON STOCK
2025-05-07+700,000→ 2,800,000 total(indirect: See footnote)
Holdings
- 409,426(indirect: See footnote)
CLASS A COMMON STOCK
- 25,928(indirect: See footnote)
CLASS A COMMON STOCK
- 25,928(indirect: See footnote)
CLASS A COMMON STOCK
Raine Holdings LLC
10% Owner
Transactions
- Conversion
CLASS A COMMON STOCK
2025-05-07+700,000→ 2,800,000 total(indirect: See footnote) - Conversion
CLASS B COMMON STOCK
2025-05-07−700,000→ 29,420,439 total(indirect: See footnote)→ CLASS A COMMON STOCK (700,000 underlying)
Holdings
- 25,928(indirect: See footnote)
CLASS A COMMON STOCK
- 25,928(indirect: See footnote)
CLASS A COMMON STOCK
- 409,426(indirect: See footnote)
CLASS A COMMON STOCK
Footnotes (7)
- [F1]The conversion of these shares of Class B Common Stock into Class A Common Stock was effected to ensure that the Reporting Persons' ownership of the issuer's outstanding voting stock does not exceed 49.9%, in connection with the settlement of the class action and derivative complaint filed against the issuer in the Court of the Chancery of the State of Delaware captioned Scarantino v. Glass, et al. (C.A. No. 2024-0517-KSJM), as described in the issuer's prior SEC filings.
- [F2]These shares are held of record by RPII Order LLC ("RPII"). The sole member of RPII is Raine Partners II LP ("Raine Partners"), whose general partner is Raine Associates II LP ("Raine Associates"), whose general partner is Raine Management LLC ("Raine Management"), whose sole member is The Raine Group LLC ("Raine Group"), whose majority member is Raine Holdings LLC ("Raine Holdings"). Raine Capital LLC ("Raine Capital") is an SEC-registered Investment Advisor to Raine Partners and subsidiary of Raine Group. By virtue of these relationships, the Reporting Persons may be deemed to beneficially own the shares held of record by RPII. The Reporting Persons disclaim beneficial ownership over shares held by RPII 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 of the Securities Exchange Act of 1934,
- [F3](Continued from footnote 2) as amended, or for any other purposes.
- [F4]These shares are held of record by Brandon Gardner, a member of the board of directors (the "Board") of the issuer. Mr. Gardner is a partner of Raine Holdings, which is the majority member of Raine Group, which is the sole member of Raine Management, which is the general partner of Raine Associates, which is the general partner of Raine Partners, which is the sole member of RPII. Raine Capital is an SEC-registered Investment Advisor to Raine Partners. By virtue of these relationships, the Reporting Persons may be deemed to beneficially own the shares held of record by Mr. Gardner. The Reporting Persons disclaim beneficial ownership over shares held by Mr. Gardner 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 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
- [F5]These shares are held of record by Colin Neville, a member of the Board. Mr. Neville is a partner of Raine Holdings, which is the majority member of Raine Group, which is the sole member of Raine Management, which is the general partner of Raine Associates, which is the general partner of Raine Partners, which is the sole member of RPII. Raine Capital is an SEC-registered Investment Advisor to Raine Partners. By virtue of these relationships, the Reporting Persons may be deemed to beneficially own the shares held of record by Mr. Neville. The Reporting Persons disclaim beneficial ownership over shares held by Mr. Neville 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 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
- [F6]These shares are held of record by Raine Associates. The general partner of Raine Associates is Raine Management, whose sole member is Raine Group, whose majority member is Raine Holdings. Raine Capital is an SEC-registered Investment Advisor to Raine Partners and subsidiary of Raine Group. By virtue of these relationships, the Reporting Persons may be deemed to beneficially own the shares held of record by Raine Associates. The Reporting Persons disclaim beneficial ownership over shares held by Raine Associates 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 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
- [F7]Each share of Class B Common Stock is convertible into one share of Class A Common Stock of the issuer at any time, at the holder's election, and has no expiration date.
Documents
Issuer
Olo Inc.
CIK 0001431695
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001845982
Filing Metadata
- Form type
- 4
- Filed
- May 7, 8:00 PM ET
- Accepted
- May 8, 3:35 PM ET
- Size
- 24.4 KB