FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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, 65 EAST 55TH STREET, 24TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

11/8/2021
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 11/8/2021  C  2000000 A (1)2000000 I See footnote (1)
Class A Common Stock 11/8/2021  J  1590574 D (2)409426 I See footnote (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock  (1)11/8/2021  C     2000000   (1) (1)Class A Common Stock 2000000 $0.00 32220439 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 Persons disclaim beneficial ownership of the securities reported hereunder except to the extent of their pecuniary interest therein, and the filing of this Form 4 shall not be deemed an admission that the Reporting Persons are the beneficial owner of the securities reported hereunder for purposes of Section 16 of the Exchange Act or for any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
RPII Order LLC
C/O THE RAINE GROUP
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY 10022

X

Raine Partners II LP
C/O THE RAINE GROUP
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY 10022

X

Raine Associates II LP
C/O THE RAINE GROUP
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY 10022

X

Raine Capital LLC
C/O THE RAINE GROUP
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY 10022

X

Raine Group LLC
C/O THE RAINE GROUP
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY 10022

X

Raine Holdings LLC
C/O THE RAINE GROUP
65 EAST 55TH STREET, 24TH FLOOR
NEW YORK, NY 10022

X


Signatures
/s/ RPII Order LLC, By Alfred J. Chianese, Attorney-in-fact11/10/2021
**Signature of Reporting PersonDate

/s/ Raine Partners II LP, By Alfred J. Chianese, Attorney-in-fact11/10/2021
**Signature of Reporting PersonDate

/s/ Raine Associates II LP, By Alfred J. Chianese, Attorney-in-fact11/10/2021
**Signature of Reporting PersonDate

/s/ Raine Capital LLC, By Alfred J. Chianese, Attorney-in-fact11/10/2021
**Signature of Reporting PersonDate

/s/ The Raine Group LLC, By Alfred J. Chianese, Attorney-in-fact11/10/2021
**Signature of Reporting PersonDate

/s/ Raine Holdings LLC, By Alfred J. Chianese, Attorney-in-fact11/10/2021
**Signature of Reporting PersonDate

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