RPII Order LLC - Sep 12, 2025 Form 4 Insider Report for Olo Inc. (OLO)

Role
10%+ Owner
Signature
RPII Order LLC, by /s/ Alfred J. Chianese, attorney-in-fact
Stock symbol
OLO
Transactions as of
Sep 12, 2025
Transactions value $
-$334,987,640
Form type
4
Date filed
9/12/2025, 10:37 AM
Previous filing
Aug 22, 2025
SEC
View on sec.gov

Reporting Owners (7)

Name Relationship Address Signature Signature date CIK
RPII Order LLC 10%+ Owner C/O THE RAINE GROUP LLC, 65 EAST 55TH STREET, 24TH FLOOR, NEW YORK RPII Order LLC, by /s/ Alfred J. Chianese, attorney-in-fact 2025-09-12 0001845982
Raine Partners II LP 10%+ Owner C/O THE RAINE GROUP LLC, 65 EAST 55TH STREET, 24TH FLOOR, NEW YORK Raine Partners II LP, by /s/ Alfred J. Chianese, attorney-in-fact 2025-09-12 0001594261
Raine Associates II LP 10%+ Owner C/O THE RAINE GROUP LLC, 65 EAST 55TH STREET, 24TH FLOOR, NEW YORK Raine Associates II LP, by /s/ Alfred J. Chianese, attorney-in-fact 2025-09-12 0001887509
Raine Management LLC 10%+ Owner C/O THE RAINE GROUP LLC, 65 EAST 55TH STREET, 24TH FLOOR, NEW YORK Raine Management LLC, by /s/ Alfred J. Chianese, attorney-in-fact 2025-09-12 0001956806
Raine Group LLC 10%+ Owner C/O THE RAINE GROUP LLC, 65 EAST 55TH STREET, 24TH FLOOR, NEW YORK The Raine Group LLC, by /s/ Alfred J. Chianese, attorney-in-fact 2025-09-12 0001887502
Raine Holdings LLC 10%+ Owner C/O THE RAINE GROUP LLC, 65 EAST 55TH STREET, 24TH FLOOR, NEW YORK Raine Holdings LLC, by /s/ Alfred J. Chianese, attorney-in-fact 2025-09-12 0001887500
Raine Capital LLC 10%+ Owner C/O THE RAINE GROUP LLC, 65 EAST 55TH STREET, 24TH FLOOR, NEW YORK Raine Capital LLC, by /s/ Alfred J. Chianese, attorney-in-fact 2025-09-12 0001631543

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OLO CLASS A COMMON STOCK Other -$31.4M -3.07M -100% $10.25 0 Sep 12, 2025 See footnote F1, F2, F3, F4
transaction OLO CLASS A COMMON STOCK Other -$266K -25.9K -100% $10.25 0 Sep 12, 2025 See footnote F1, F2, F5
transaction OLO CLASS A COMMON STOCK Other -$266K -25.9K -100% $10.25 0 Sep 12, 2025 See footnote F1, F2, F6
transaction OLO CLASS A COMMON STOCK Other -$4.2M -409K -100% $10.25 0 Sep 12, 2025 See footnote F1, F2, F7

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction OLO CLASS B COMMON STOCK Other -$299M -29.2M -100% $10.25 0 Sep 12, 2025 CLASS A COMMON STOCK 29.2M See footnote F1, F3, F4, F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

RPII Order LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 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").
F2 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.
F3 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.
F4 (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.
F5 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.
F6 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.
F7 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.
F8 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.
F9 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.