4//SEC Filing
Morvillo Robert 4
Accession 0001140361-25-034894
CIK 0001431695other
Filed
Sep 11, 8:00 PM ET
Accepted
Sep 12, 4:56 PM ET
Size
8.8 KB
Accession
0001140361-25-034894
Insider Transaction Report
Form 4
Olo Inc.OLO
Morvillo Robert
Chief Legal Off. & Secretary
Transactions
- Award
Class A Common Stock
2025-09-12+394,647→ 770,427 total - Disposition to Issuer
Class A Common Stock
2025-09-12−770,427→ 0 total
Footnotes (5)
- [F1]This Form 4 reports transactions in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated July 3, 2025, by and among the Issuer, Olo Parent, Inc. (f/k/a Project Hospitality Parent, LLC), a Delaware corporation ("Parent") and Project Hospitality Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). On September 12, 2025 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly-owned subsidiary of Parent.
- [F2]Represents shares underlying outstanding performance-based restricted stock units ("PSUs") previously granted of which 121,476 vested as of the Effective Time and 273,170 remain unvested. The number of shares of Class A Common Stock subject to such PSUs was determined in good faith by the Company Board as of immediately prior to the Effective Time by deeming the performance metrics of such Company PSUs achieved at actual levels of performance effective as of the Effective Time.
- [F3]Includes 273,171 shares underlying PSU grants which remain unvested and subject to time based vesting at the Effective Time. Each represents the contingent right to receive one share of Issuer's Class A Common Stock, par value $0.001 per share (the "Issuer Common Stock") upon vesting and settlement. Pursuant to the terms of the Merger Agreement at the Effective Time, each outstanding unvested PSU was cancelled and extinguished and converted into a contingent right to receive solely an amount in cash (without interest and subject to any applicable withholding or other taxes) equal to the product of (i) the Merger Consideration (as defined below) payable with respect to such PSU multiplied by (ii) the aggregate number of shares of Issuer Common Stock subject to such PSU, as applicable, immediately prior to the Effective Time (the "Cash Replacement PSU Amounts").
- [F4]The Cash Replacement PSU Amounts, subject to the Reporting Person's continued service through the applicable vesting dates, vest and be payable at the same time as the PSUs for which the Cash Replacement PSU Amounts were exchanged would have vested pursuant to its terms.
- [F5]Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding share of Issuer Common Stock was cancelled and automatically converted into the right to receive $10.25 in cash ("Merger Consideration"), without interest, less any applicable withholding taxes.
Documents
Issuer
Olo Inc.
CIK 0001431695
Entity typeother
Related Parties
1- filerCIK 0001962383
Filing Metadata
- Form type
- 4
- Filed
- Sep 11, 8:00 PM ET
- Accepted
- Sep 12, 4:56 PM ET
- Size
- 8.8 KB