Statement of Changes in Beneficial Ownership (4)
December 28 2021 - 5:50PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
Murray Andrew J. |
2. Issuer Name and Ticker or Trading Symbol
Olo Inc.
[
OLO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Technology Officer |
(Last)
(First)
(Middle)
C/O OLO INC., ONE WORLD TRADE CENTER, 82ND FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/23/2021 |
(Street)
NEW YORK, NY 10007
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 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 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 |
Stock Option (Right to Buy) | $2.74 | 12/23/2021 | | M | | | 36465 | (1) | 1/20/2030 | Class B Common Stock | 36465 | $0.00 | 159885 | D | |
Class B Common Stock | (2) | 12/23/2021 | | M | | 36465 | | (2) | (2) | Class A Common Stock | 36465 | $2.74 | 99195 | D | |
Explanation of Responses: |
(1) | One-fourth of the shares underlying the option vested and became exercisable on January 15, 2021; the remainder shall vest and become exercisable in 36 equal monthly installments on the 15th day of each calendar month beginning on February 15,2021, subject to the Reporting Person's continued service with the Issuer through each such vesting date. |
(2) | Each share of Class B Common Stock held by the Reporting Person 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 Initial Public Offering, (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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Murray Andrew J. C/O OLO INC. ONE WORLD TRADE CENTER, 82ND FLOOR NEW YORK, NY 10007 |
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| Chief Technology Officer |
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Signatures
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/s/ Jennifer Wong, Attorney-in-Fact | | 12/28/2021 |
**Signature of Reporting Person | Date |
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