4//SEC Filing
RPII Order LLC 4
Accession 0000950170-25-114398
CIK 0001431695other
Filed
Sep 11, 8:00 PM ET
Accepted
Sep 12, 10:37 AM ET
Size
27.8 KB
Accession
0000950170-25-114398
Insider Transaction Report
Form 4
Olo Inc.OLO
RPII Order LLC
10% Owner
Transactions
- Other
CLASS A COMMON STOCK
2025-09-12$10.25/sh−25,928$265,762→ 0 total(indirect: See footnote) - Other
CLASS B COMMON STOCK
2025-09-12$10.25/sh−29,155,439$298,843,250→ 0 total(indirect: See footnote)→ CLASS A COMMON STOCK (29,155,439 underlying) - Other
CLASS A COMMON STOCK
2025-09-12$10.25/sh−409,426$4,196,617→ 0 total(indirect: See footnote) - Other
CLASS A COMMON STOCK
2025-09-12$10.25/sh−25,928$265,762→ 0 total(indirect: See footnote) - Other
CLASS A COMMON STOCK
2025-09-12$10.25/sh−3,065,000$31,416,250→ 0 total(indirect: See footnote)
Raine Associates II LP
10% Owner
Transactions
- Other
CLASS A COMMON STOCK
2025-09-12$10.25/sh−3,065,000$31,416,250→ 0 total(indirect: See footnote) - Other
CLASS A COMMON STOCK
2025-09-12$10.25/sh−25,928$265,762→ 0 total(indirect: See footnote) - Other
CLASS B COMMON STOCK
2025-09-12$10.25/sh−29,155,439$298,843,250→ 0 total(indirect: See footnote)→ CLASS A COMMON STOCK (29,155,439 underlying) - Other
CLASS A COMMON STOCK
2025-09-12$10.25/sh−25,928$265,762→ 0 total(indirect: See footnote) - Other
CLASS A COMMON STOCK
2025-09-12$10.25/sh−409,426$4,196,617→ 0 total(indirect: See footnote)
Raine Management LLC
10% Owner
Transactions
- Other
CLASS A COMMON STOCK
2025-09-12$10.25/sh−409,426$4,196,617→ 0 total(indirect: See footnote) - Other
CLASS B COMMON STOCK
2025-09-12$10.25/sh−29,155,439$298,843,250→ 0 total(indirect: See footnote)→ CLASS A COMMON STOCK (29,155,439 underlying) - Other
CLASS A COMMON STOCK
2025-09-12$10.25/sh−25,928$265,762→ 0 total(indirect: See footnote) - Other
CLASS A COMMON STOCK
2025-09-12$10.25/sh−3,065,000$31,416,250→ 0 total(indirect: See footnote) - Other
CLASS A COMMON STOCK
2025-09-12$10.25/sh−25,928$265,762→ 0 total(indirect: See footnote)
Raine Group LLC
10% Owner
Transactions
- Other
CLASS A COMMON STOCK
2025-09-12$10.25/sh−409,426$4,196,617→ 0 total(indirect: See footnote) - Other
CLASS A COMMON STOCK
2025-09-12$10.25/sh−3,065,000$31,416,250→ 0 total(indirect: See footnote) - Other
CLASS A COMMON STOCK
2025-09-12$10.25/sh−25,928$265,762→ 0 total(indirect: See footnote) - Other
CLASS A COMMON STOCK
2025-09-12$10.25/sh−25,928$265,762→ 0 total(indirect: See footnote) - Other
CLASS B COMMON STOCK
2025-09-12$10.25/sh−29,155,439$298,843,250→ 0 total(indirect: See footnote)→ CLASS A COMMON STOCK (29,155,439 underlying)
Raine Holdings LLC
10% Owner
Transactions
- Other
CLASS A COMMON STOCK
2025-09-12$10.25/sh−25,928$265,762→ 0 total(indirect: See footnote) - Other
CLASS B COMMON STOCK
2025-09-12$10.25/sh−29,155,439$298,843,250→ 0 total(indirect: See footnote)→ CLASS A COMMON STOCK (29,155,439 underlying) - Other
CLASS A COMMON STOCK
2025-09-12$10.25/sh−3,065,000$31,416,250→ 0 total(indirect: See footnote) - Other
CLASS A COMMON STOCK
2025-09-12$10.25/sh−25,928$265,762→ 0 total(indirect: See footnote) - Other
CLASS A COMMON STOCK
2025-09-12$10.25/sh−409,426$4,196,617→ 0 total(indirect: See footnote)
Raine Partners II LP
10% Owner
Transactions
- Other
CLASS A COMMON STOCK
2025-09-12$10.25/sh−25,928$265,762→ 0 total(indirect: See footnote) - Other
CLASS A COMMON STOCK
2025-09-12$10.25/sh−3,065,000$31,416,250→ 0 total(indirect: See footnote) - Other
CLASS A COMMON STOCK
2025-09-12$10.25/sh−25,928$265,762→ 0 total(indirect: See footnote) - Other
CLASS A COMMON STOCK
2025-09-12$10.25/sh−409,426$4,196,617→ 0 total(indirect: See footnote) - Other
CLASS B COMMON STOCK
2025-09-12$10.25/sh−29,155,439$298,843,250→ 0 total(indirect: See footnote)→ CLASS A COMMON STOCK (29,155,439 underlying)
Raine Capital LLC
10% Owner
Transactions
- Other
CLASS A COMMON STOCK
2025-09-12$10.25/sh−3,065,000$31,416,250→ 0 total(indirect: See footnote) - Other
CLASS A COMMON STOCK
2025-09-12$10.25/sh−25,928$265,762→ 0 total(indirect: See footnote) - Other
CLASS A COMMON STOCK
2025-09-12$10.25/sh−25,928$265,762→ 0 total(indirect: See footnote) - Other
CLASS B COMMON STOCK
2025-09-12$10.25/sh−29,155,439$298,843,250→ 0 total(indirect: See footnote)→ CLASS A COMMON STOCK (29,155,439 underlying) - Other
CLASS A COMMON STOCK
2025-09-12$10.25/sh−409,426$4,196,617→ 0 total(indirect: See footnote)
Footnotes (9)
- [F1]On September 12, 2025, Project Hospitality Parent, LLC ("Parent") acquired the issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the issuer, Parent and Project Hospitality Merger Sub, Inc., a direct, wholly owned subsidiary of Parent ("Merger Sub"), dated as of July 3, 2025 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer, with the issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger").
- [F2]Reflects shares of Class A Common Stock of the issuer that, pursuant to the Merger Agreement and in connection with the consummation of the Merger, were automatically canceled and converted into the right to receive $10.25 per share in cash, without interest.
- [F3]These shares were 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.
- [F4](Continued from footnote 3) 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 were 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 were 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 were 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 were 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 were 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]These shares were 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 were 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.
- [F8]Each share of Class B Common Stock was convertible into one share of Class A Common Stock of the issuer at any time, at the holder's election, and had no expiration date.
- [F9]Reflects shares of Class B Common Stock of the issuer that, pursuant to the Merger Agreement and in connection with the consummation of the Merger, were automatically canceled and converted into the right to receive $10.25 per share in cash, without interest.
Documents
Issuer
Olo Inc.
CIK 0001431695
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001845982
Filing Metadata
- Form type
- 4
- Filed
- Sep 11, 8:00 PM ET
- Accepted
- Sep 12, 10:37 AM ET
- Size
- 27.8 KB