3//SEC Filing
Raqtinda Investments LLC 3
Accession 0001209191-21-021178
CIK 0001431695other
Filed
Mar 15, 8:00 PM ET
Accepted
Mar 16, 7:55 PM ET
Size
11.9 KB
Accession
0001209191-21-021178
Insider Transaction Report
Form 3
Olo Inc.OLO
Raqtinda Investments LLC
10% Owner
Holdings
Class B Common Stock
→ Class A Common Stock (53,312 underlying)Series A-1 Preferred Stock
→ Class B Common Stock (5,636,690 underlying)Series A Preferred Stock
→ Class B Common Stock (6,962,350 underlying)Series B Preferred Stock
→ Class B Common Stock (505,614 underlying)
Rosenberg Peter
10% Owner
Holdings
Series A Preferred Stock
→ Class B Common Stock (6,962,350 underlying)Class B Common Stock
→ Class A Common Stock (53,312 underlying)Series B Preferred Stock
→ Class B Common Stock (505,614 underlying)Series A-1 Preferred Stock
→ Class B Common Stock (5,636,690 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; and (2) 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 held by Raqtinda Investments LLC (the "LLC"). Each of Peter Rosenberg and David Frankel, a member of the Issuer's Board of Directors, are managers of the LLC and, as such, share voting and dispositive power with respect to the shares held by the LLC. Mr. Rosenberg disclaims beneficial ownership of the shares held by the LLC except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that Mr. Rosenberg is 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 for no additional consideration and has no expiration date. In addition, each share of the Series A Preferred Stock and the Series A-1 Preferred stock will convert into 10 shares of Class B Common Stock at the closing of the IPO for no additional consideration and have no expiration date.
Documents
Issuer
Olo Inc.
CIK 0001431695
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001845658
Filing Metadata
- Form type
- 3
- Filed
- Mar 15, 8:00 PM ET
- Accepted
- Mar 16, 7:55 PM ET
- Size
- 11.9 KB