0001209191-21-021171.txt : 20210316 0001209191-21-021171.hdr.sgml : 20210316 20210316194907 ACCESSION NUMBER: 0001209191-21-021171 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210316 FILED AS OF DATE: 20210316 DATE AS OF CHANGE: 20210316 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Robinson James D IV CENTRAL INDEX KEY: 0001525963 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40213 FILM NUMBER: 21747894 MAIL ADDRESS: STREET 1: 130 EAST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Olo Inc. CENTRAL INDEX KEY: 0001431695 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 285 FULTON STREET STREET 2: ONE WORLD TRADE CENTER, 82ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 BUSINESS PHONE: 212-260-0895 MAIL ADDRESS: STREET 1: 285 FULTON STREET STREET 2: ONE WORLD TRADE CENTER, 82ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10007 FORMER COMPANY: FORMER CONFORMED NAME: MOBO SYSTEMS, INC DATE OF NAME CHANGE: 20141017 FORMER COMPANY: FORMER CONFORMED NAME: MOBO SYSTEMS INC DATE OF NAME CHANGE: 20080407 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-03-16 0 0001431695 Olo Inc. OLO 0001525963 Robinson James D IV C/O RRE VENTURES 150 EAST 59TH STREET, 17TH FLOOR NEW YORK NY 10022 1 0 1 0 Class B Common Stock Class A Common Stock 309043 I See Footnote Class B Common Stock Class A Common Stock 330344 I See Footnote Series A-1 Preferred Stock Class B Common Stock 13601530 I See Footnote Series B Preferred Stock Class B Common Stock 354943 I See Footnote Series C Preferred Stock Class B Common Stock 1996276 I See Footnote Series E Preferred Stock Class B Common Stock 383622 I See Footnote 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. Each share of Class B Common Stock reported on this Form 3 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. These shares are held by RRE Leaders II, L.P. ("Leaders II"). The general partner of Leaders II is RRE Leaders GP II, LLC and its managing members and officers are James D. Robinson IV, Stuart J. Ellman, and William D. Porteous. Each of Leaders II and Messrs. Robinson IV, Ellman, and Porteous disclaim beneficial ownership of the securities reported on this Form 3, except to the extents of its or his pecuniary interest therein, if any. These shares are held by RRE Advisors LLC ("Advisors"). The managers and owners of Advisors are each of James D. Robinson IV and Stuart J. Ellman. Each share of Series B, Series C, and Series E Preferred Stock automatically convert into the same number of shares of Class B Common Stock upon the closing of the IPO and has no expiration date. In addition, each share of the Series A-1 Preferred stock will convert into 10 shares of Class B Common Stock at the closing of the IPO and has no expiration date. These shares are held by RRE Ventures IV, L.P. ("Ventures IV"). The general partner of Ventures IV is RRE Ventures GP IV, LLC ("GP IV"). The managing members and officers of GP IV are James D. Robinson IV, Stuart J. Ellman, and William D. Porteous. Each of GP IV and Messrs. Robinson IV, Ellman, and Porteous disclaim beneficial ownership of the securities reported on this Form 3, except to the extent of its or his pecuniary interest therein, if any. These shares are owned by Leaders II. Exhibit List - Exhibit 24 - Power of Attorney No Table I securities beneficially owned /s/ Shashi Khiani, Attorney-in-Fact 2021-03-16 EX-24.3_973656 2 poa.txt POA DOCUMENT POWER OF ATTORNEY (For Executing Form ID and Forms 3, 4 and 5) Know all by these presents, that the undersigned hereby constitutes and appoints each of Brandon Fenn, Shashi Khiani and Jill Simon of Cooley LLP, and Nithya Das and Jennifer Wong of Olo Inc. (the "Company"), signing individually, the undersigned's true and lawful attorneys-in fact and agents to: (1) Prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the Securities and Exchange Commission (the "SEC") Form ID and Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder in the undersigned's capacity as an officer, director or beneficial owner of more than 10% of a registered class of securities of the Company; (2) Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare and execute any such Forms 3, 4 or 5 (including amendments thereto and joint filing agreements in connection therewith) and file such forms with the SEC and any stock exchange, self-regulatory association or any similar authority; and (3) Take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact's discretion. The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in facts substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming (nor is the Company assuming) any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or Cooley LLP, as applicable. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date written below. Date: February 2,2021 By: /s/ James D. Robinson IV James D. Robinson IV