4//SEC Filing
SMITH WARREN C JR 4
Accession 0001209191-21-022607
CIK 0001431695other
Filed
Mar 22, 8:00 PM ET
Accepted
Mar 23, 5:26 PM ET
Size
10.6 KB
Accession
0001209191-21-022607
Insider Transaction Report
Form 4
Olo Inc.OLO
SMITH WARREN C JR
Director
Transactions
- Conversion
Series C Preferred Stock
2021-03-19−9,539,448→ 0 total(indirect: See Footnote)→ Class B Common Stock (9,539,448 underlying) - Conversion
Class B Common Stock
2021-03-19+9,539,448→ 9,539,448 total(indirect: See Footnote)→ Class A Common Stock (9,539,448 underlying)
Footnotes (4)
- [F1]Each share of the Series C Preferred Stock automatically converted into one share of Class B Common Stock upon the closing of the Issuer's initial public offering (the "IPO"). The Series C Preferred Stock has no expiration date.
- [F2]7,335,517 shares are owned by Staley Capital Fund I, LP ("Fund I") and 2,203,931 shares are owned by Staley Capital Olo Fund LLC ("Olo Fund"). Staley Capital Fund I GP, LLC ("Fund I GP") is the general partner of Fund I. The Reporting Person and Amit Basak are the managers of Fund I GP and have shared voting and investment power over the shares held by Fund I. Staley Capital Management, LLC ("Management") is the sole manager of Olo Fund. The Reporting Person is the sole manager of Management and has sole voting and investment power over the shares held by Olo Fund. The Reporting Person disclaims beneficial ownership of the shares owned by each of Fund I and Olo Fund except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
- [F3]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. 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.
- [F4]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.
Documents
Issuer
Olo Inc.
CIK 0001431695
Entity typeother
Related Parties
1- filerCIK 0001061941
Filing Metadata
- Form type
- 4
- Filed
- Mar 22, 8:00 PM ET
- Accepted
- Mar 23, 5:26 PM ET
- Size
- 10.6 KB