FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Olo Inc. [ OLO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/13/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 09/13/2021 | C(1) | 1,393,082 | A | (1) | 1,393,082 | I | See footnote(2) | ||
Class A Common Stock | 09/13/2021 | J(1) | 1,393,082 | D | $0(1) | 0 | I | See footnote(2) | ||
Class A Common Stock | 09/13/2021 | J(1) | 766,195 | A | $0(3) | 787,473 | D | |||
Class A Common Stock | 09/13/2021 | G(4) | 766,195 | D | $0 | 21,278 | D | |||
Class A Common Stock | 09/13/2021 | G(4) | 417,925 | A | $0 | 417,925 | I | By Trust(5) | ||
Class A Common Stock | 09/13/2021 | G(4) | 348,270 | A | $0 | 348,270 | I | By Trust(6) | ||
Class A Common Stock | 6,000 | I | By Child(7) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (8) | 09/13/2021 | C(1) | 1,393,082 | (8) | (8) | Class A Common Stock | 1,393,082 | (8) | 0 | I | See footnote(2) |
Explanation of Responses: |
1. The Managing General Partner of Hospitality Investment Partners ("HIP") distributed these shares to its partners on a pro rata basis, for no consideration (the "Distribution"). The shares of Class B Common Stock automatically converted to Class A Common Stock on a one-for-one basis upon the Distribution. |
2. These shares were held by HIP prior to the Distribution. The Reporting Person is the Managing General Partner of HIP, and disclaims beneficial ownership of shares held by HIP except to the extent of his pecuniary interest therein. |
3. The Reporting Person received 766,195 shares of Class A Common Stock as a result of the Distribution. |
4. Represents gift of shares from the Reporting Person to the Daniel H. Meyer Investment Trust d/t/d 5/15/92 (the "Investment Trust") and the DHM 2012 Gift Trust (the "Gift Trust"). |
5. These shares are held by the Investment Trust. The Reporting Person is the grantor, trustee and beneficiary of the Investment Trust. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
6. These shares are held by the Gift Trust. The Reporting Person's spouse is a co-trustee and beneficiary of the Gift Trust. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. |
7. The Reporting Person disclaims beneficial ownership of these securities and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of these securities for purposes of Section 16 or for any other purpose. |
8. Each share of Class B Common Stock automatically converts 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 a natural reporting person; and (3) on the final conversion date, defined as the earlier of (a) the first trading day falling nine months after the date on which the outstanding shares of Class B Common Stock represent less than 10% of the then outstanding Class A and Class B Common Stock; (b) the seventh anniversary of the effectiveness of the registration statement in connection with the Issuer's initial public offering; 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. |
Remarks: |
/s/ Jennifer C. Wong, Attorney-in-Fact | 09/15/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |