SEC FORM 4

SEC Form 4

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^*

Gardner Brandon

(Last)

(First)

(Middle)

C/O THE RAINE GROUP

65 EAST 55TH STREET

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Olo Inc. [ OLO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/08/2021		C		2,000,000	A	⁽¹⁾	2,000,000	I	See footnote⁽¹⁾
Class A Common Stock	11/08/2021		J		1,590,574	D	⁽²⁾	409,426	I	See footnote⁽²⁾
Class A Common Stock								21,024	D
Class A Common Stock								6,000	I	By Family Member

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	11/08/2021		C			2,000,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	2,000,000	$0.00	32,220,439	I	Directly held by RPII Order LLC

Explanation of Responses:

1. On September 3, 2021, each of RPII Order LLC (the "LLC") and Raine Partners II LP ("Raine Partners II") adopted a plan of distribution (each such plan referenced herein, a "Plan") pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). On November 8, 2021, the LLC distributed, pursuant to its Plan, 2,000,000 shares of Class B common stock of the Issuer ("Class B Common Stock") to Raine Partners II, its sole member, for no consideration. In connection with such distribution, such shares of Class B Common Stock were automatically converted into shares of Class A common stock of the Issuer ("Class A Common Stock").

2. On November 8, 2021, Raine Partners II distributed 2,000,000 shares of Class A Common Stock to its partners pursuant to its Plan, pro rata in accordance with their respective interests in Raine Partners II for no consideration, which included 409,426 shares of Class A Common Stock to Raine Associates II LP, the general partner of Raine Partners II, for no consideration. The Reporting Person disclaims beneficial ownership of the securities reported hereunder except to the extent of his pecuniary interest therein, and the filing of this Form 4 shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities reported hereunder for purposes of Section 16 of the Exchange Act or for any other purpose.

Remarks:

	By: /s/ Jennifer Wong, Attorney-in-Fact	11/10/2021
	** 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.
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