4//SEC Filing
Raine Partners II LP 4
Accession 0001209191-21-022616
CIK 0001431695other
Filed
Mar 22, 8:00 PM ET
Accepted
Mar 23, 5:38 PM ET
Size
23.4 KB
Accession
0001209191-21-022616
Insider Transaction Report
Form 4
Olo Inc.OLO
RPII Order LLC
10% Owner
Transactions
- Conversion
Series B Preferred Stock
2021-03-19−211,293→ 0 total(indirect: By LLC)→ Class B Common Stock (211,293 underlying) - Conversion
Series D Preferred Stock
2021-03-19−23,962,843→ 0 total(indirect: By LLC)→ Class B Common Stock (23,962,843 underlying) - Conversion
Class B Common Stock
2021-03-19+31,422,443→ 34,220,439 total(indirect: By LLC)→ Class A Common Stock (31,422,443 underlying) - Conversion
Series A-1 Preferred Stock
2021-03-19−527,017→ 0 total(indirect: By LLC)→ Class B Common Stock (5,270,170 underlying) - Conversion
Series C Preferred Stock
2021-03-19−468,826→ 0 total(indirect: By LLC)→ Class B Common Stock (468,826 underlying) - Conversion
Series E Preferred Stock
2021-03-19−1,509,311→ 0 total(indirect: By LLC)→ Class B Common Stock (1,509,311 underlying)
Raine Partners II LP
10% Owner
Transactions
- Conversion
Series B Preferred Stock
2021-03-19−211,293→ 0 total(indirect: By LLC)→ Class B Common Stock (211,293 underlying) - Conversion
Series C Preferred Stock
2021-03-19−468,826→ 0 total(indirect: By LLC)→ Class B Common Stock (468,826 underlying) - Conversion
Series A-1 Preferred Stock
2021-03-19−527,017→ 0 total(indirect: By LLC)→ Class B Common Stock (5,270,170 underlying) - Conversion
Series D Preferred Stock
2021-03-19−23,962,843→ 0 total(indirect: By LLC)→ Class B Common Stock (23,962,843 underlying) - Conversion
Class B Common Stock
2021-03-19+31,422,443→ 34,220,439 total(indirect: By LLC)→ Class A Common Stock (31,422,443 underlying) - Conversion
Series E Preferred Stock
2021-03-19−1,509,311→ 0 total(indirect: By LLC)→ Class B Common Stock (1,509,311 underlying)
Raine Capital LLC
10% Owner
Transactions
- Conversion
Series D Preferred Stock
2021-03-19−23,962,843→ 0 total(indirect: By LLC)→ Class B Common Stock (23,962,843 underlying) - Conversion
Class B Common Stock
2021-03-19+31,422,443→ 34,220,439 total(indirect: By LLC)→ Class A Common Stock (31,422,443 underlying) - Conversion
Series A-1 Preferred Stock
2021-03-19−527,017→ 0 total(indirect: By LLC)→ Class B Common Stock (5,270,170 underlying) - Conversion
Series B Preferred Stock
2021-03-19−211,293→ 0 total(indirect: By LLC)→ Class B Common Stock (211,293 underlying) - Conversion
Series C Preferred Stock
2021-03-19−468,826→ 0 total(indirect: By LLC)→ Class B Common Stock (468,826 underlying) - Conversion
Series E Preferred Stock
2021-03-19−1,509,311→ 0 total(indirect: By LLC)→ Class B Common Stock (1,509,311 underlying)
Footnotes (4)
- [F1]The Series A-1 Preferred Stock automatically converted into Class B Common Stock on a 1-for-10 basis upon the closing of the Issuer's initial public offering (the "IPO") without payment of consideration. The Series B, Series C, Series D and Series E Preferred Stock automatically converted into Class B Common Stock on a 1-for-1 basis upon the closing of the IPO without payment of consideration. The Series A-1, Series B, Series C, Series D and Series E Preferred Stock had no expiration date.
- [F2]These shares are owned by RPII Order LLC (the "LLC"). The sole member of the LLC is Raine Partners II LP, which is managed by Raine Capital LLC, an SEC-registered Investment Advisor. The Reporting Persons disclaim beneficial ownership over the shares held by the LLC 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 or for any other purpose.
- [F3]Each share of Class B Common Stock will be convertible at any time at the option of the holder 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
IncorporatedDE
Related Parties
1- filerCIK 0001594261
Filing Metadata
- Form type
- 4
- Filed
- Mar 22, 8:00 PM ET
- Accepted
- Mar 23, 5:38 PM ET
- Size
- 23.4 KB