Olo Inc.

09/12/2025 | Press release | Distributed by Public on 09/12/2025 08:37

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
RPII Order LLC
2. Issuer Name and Ticker or Trading Symbol
Olo Inc. [OLO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O THE RAINE GROUP LLC, 65 EAST 55TH STREET, 24TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025
(Street)
NEW YORK, NY 10022
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
CLASS A COMMON STOCK 09/12/2025 J(1)(2) 3,065,000 D $10.25 0 I See footnote(3)(4)
CLASS A COMMON STOCK 09/12/2025 J(1)(2) 25,928 D $10.25 0 I See footnote(5)
CLASS A COMMON STOCK 09/12/2025 J(1)(2) 25,928 D $10.25 0 I See footnote(6)
CLASS A COMMON STOCK 09/12/2025 J(1)(2) 409,426 D $10.25 0 I See footnote(7)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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) 09/12/2025 J(1)(9) 29,155,439 (8) (8) CLASS A COMMON STOCK 29,155,439 $10.25 0 I See footnote(3)(4)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RPII Order LLC
C/O THE RAINE GROUP LLC
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY 10022
X
Raine Partners II LP
C/O THE RAINE GROUP LLC
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY 10022
X
Raine Associates II LP
C/O THE RAINE GROUP LLC
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY 10022
X
Raine Management LLC
C/O THE RAINE GROUP LLC
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY 10022
X
Raine Group LLC
C/O THE RAINE GROUP LLC
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY 10022
X
Raine Holdings LLC
C/O THE RAINE GROUP LLC
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY 10022
X
Raine Capital LLC
C/O THE RAINE GROUP LLC
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY 10022
X

Signatures

RPII Order LLC, by /s/ Alfred J. Chianese, attorney-in-fact 09/12/2025
**Signature of Reporting Person Date
Raine Partners II LP, by /s/ Alfred J. Chianese, attorney-in-fact 09/12/2025
**Signature of Reporting Person Date
Raine Associates II LP, by /s/ Alfred J. Chianese, attorney-in-fact 09/12/2025
**Signature of Reporting Person Date
Raine Management LLC, by /s/ Alfred J. Chianese, attorney-in-fact 09/12/2025
**Signature of Reporting Person Date
The Raine Group LLC, by /s/ Alfred J. Chianese, attorney-in-fact 09/12/2025
**Signature of Reporting Person Date
Raine Holdings LLC, by /s/ Alfred J. Chianese, attorney-in-fact 09/12/2025
**Signature of Reporting Person Date
Raine Capital LLC, by /s/ Alfred J. Chianese, attorney-in-fact 09/12/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On September 12, 2025, Project Hospitality Parent, LLC ("Parent") acquired the issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the issuer, Parent and Project Hospitality Merger Sub, Inc., a direct, wholly owned subsidiary of Parent ("Merger Sub"), dated as of July 3, 2025 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the issuer, with the issuer surviving such merger as a wholly owned subsidiary of Parent (the "Merger").
(2) Reflects shares of Class A Common Stock of the issuer that, pursuant to the Merger Agreement and in connection with the consummation of the Merger, were automatically canceled and converted into the right to receive $10.25 per share in cash, without interest.
(3) These shares were held of record by RPII Order LLC ("RPII"). The sole member of RPII is Raine Partners II LP ("Raine Partners"), whose general partner is Raine Associates II LP ("Raine Associates"), whose general partner is Raine Management LLC ("Raine Management"), whose sole member is The Raine Group LLC ("Raine Group"), whose majority member is Raine Holdings LLC ("Raine Holdings"). Raine Capital LLC ("Raine Capital") is an SEC-registered Investment Advisor to Raine Partners and subsidiary of Raine Group.
(4) (Continued from footnote 3) By virtue of these relationships, the Reporting Persons may be deemed to beneficially own the shares held of record by RPII. The Reporting Persons disclaim beneficial ownership over shares held by RPII except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons were the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
(5) These shares were held of record by Brandon Gardner, a member of the board of directors (the "Board") of the issuer. Mr. Gardner is a partner of Raine Holdings, which is the majority member of Raine Group, which is the sole member of Raine Management, which is the general partner of Raine Associates, which is the general partner of Raine Partners, which is the sole member of RPII. Raine Capital is an SEC-registered Investment Advisor to Raine Partners. By virtue of these relationships, the Reporting Persons may be deemed to beneficially own the shares held of record by Mr. Gardner. The Reporting Persons disclaim beneficial ownership over shares held by Mr. Gardner except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons were the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
(6) These shares were held of record by Colin Neville, a member of the Board. Mr. Neville is a partner of Raine Holdings, which is the majority member of Raine Group, which is the sole member of Raine Management, which is the general partner of Raine Associates, which is the general partner of Raine Partners, which is the sole member of RPII. Raine Capital is an SEC-registered Investment Advisor to Raine Partners. By virtue of these relationships, the Reporting Persons may be deemed to beneficially own the shares held of record by Mr. Neville. The Reporting Persons disclaim beneficial ownership over shares held by Mr. Neville except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons were the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
(7) These shares were held of record by Raine Associates. The general partner of Raine Associates is Raine Management, whose sole member is Raine Group, whose majority member is Raine Holdings. Raine Capital is an SEC-registered Investment Advisor to Raine Partners and subsidiary of Raine Group. By virtue of these relationships, the Reporting Persons may be deemed to beneficially own the shares held of record by Raine Associates. The Reporting Persons disclaim beneficial ownership over shares held by Raine Associates except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Persons were the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
(8) Each share of Class B Common Stock was convertible into one share of Class A Common Stock of the issuer at any time, at the holder's election, and had no expiration date.
(9) Reflects shares of Class B Common Stock of the issuer that, pursuant to the Merger Agreement and in connection with the consummation of the Merger, were automatically canceled and converted into the right to receive $10.25 per share in cash, without interest.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Olo Inc. published this content on September 12, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 12, 2025 at 14:38 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]