Filing Details
- Accession Number:
- 0001193125-22-032890
- Form Type:
- 13G Filing
- Publication Date:
- 2022-02-08 19:00:00
- Filed By:
- Raine Associates Ii Lp
- Company:
- Olo Inc.
- Filing Date:
- 2022-02-09
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| RPII Order | 0 | 32,220,439 | 0 | 32,220,439 | 32,220,439 | 36.1% |
| Raine Partners II | 0 | 32,220,439 | 0 | 32,220,439 | 32,220,439 | 36.1% |
| Raine Associates II | 0 | 32,629,865 | 0 | 32,629,865 | 32,629,865 | 36.5% |
| Raine Capital | 0 | 32,220,439 | 0 | 32,220,439 | 32,220,439 | 36.1% |
| Raine Management | 0 | 32,629,865 | 0 | 32,629,865 | 32,629,865 | 36.5% |
| The Raine Group | 0 | 32,629,865 | 0 | 32,629,865 | 32,629,865 | 36.5% |
| Raine Holdings | 0 | 32,629,865 | 0 | 32,629,865 | 32,629,865 | 36.5% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
OLO INC.
(Name of Issuer)
Shares of Class A Common Stock, par value $0.001 per share
(Title of Class of Securities)
68134L109
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 68134L109 | Schedule 13G | Page 1 of 9 |
| 1. | Names of Reporting Persons
RPII Order LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
32,220,439 shares of Class A Common Stock | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
32,220,439 shares of Class A Common Stock | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
32,220,439 shares of Class A Common Stock | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
36.1%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Calculations of the percentage of the shares of Class A Common Stock beneficially owned assumes 57,078,716 shares of Class A Common Stock outstanding based on information included in the Issuers quarterly report on Form 10-Q filed on November 9, 2021 and that the 32,220,439 shares of Class B Common Stock directly held by RPII Order LLC are converted into shares of Class A Common Stock. |
| CUSIP No. 68134L109 | Schedule 13G | Page 2 of 9 |
| 1. | Names of Reporting Persons
Raine Partners II LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
32,220,439 shares of Class A Common Stock | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
32,220,439 shares of Class A Common Stock | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
32,220,439 shares of Common Stock | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
36.1%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| CUSIP No. 68134L109 | Schedule 13G | Page 3 of 9 |
| 1. | Names of Reporting Persons
Raine Associates II LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
32,629,865 shares of Class A Common Stock | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
32,629,865 shares of Class A Common Stock | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
32,629,865 shares of Common Stock | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
36.5%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| CUSIP No. 68134L109 | Schedule 13G | Page 4 of 9 |
| 1. | Names of Reporting Persons
Raine Capital LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
32,220,439 shares of Class A Common Stock | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
32,220,439 shares of Class A Common Stock | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
32,220,439 shares of Common Stock | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
36.1%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
IA | |||||
| CUSIP No. 68134L109 | Schedule 13G | Page 5 of 9 |
| 1. | Names of Reporting Persons
Raine Management LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
32,629,865 shares of Class A Common Stock | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
32,629,865 shares of Class A Common Stock | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
32,629,865 shares of Common Stock | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
36.5%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| CUSIP No. 68134L109 | Schedule 13G | Page 6 of 9 |
| 1. | Names of Reporting Persons
The Raine Group LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
32,629,865 shares of Class A Common Stock | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
32,629,865 shares of Class A Common Stock | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
32,629,865 shares of Common Stock | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
36.5%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| CUSIP No. 68134L109 | Schedule 13G | Page 7 of 9 |
| 1. | Names of Reporting Persons
Raine Holdings LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
32,629,865 shares of Class A Common Stock | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
32,629,865 shares of Class A Common Stock | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
32,629,865 shares of Common Stock | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
36.5%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| CUSIP No. 68134L109 | Schedule 13G | Page 8 of 9 |
| Item 1. |
| (a) | Name of Issuer: |
Olo Inc. (the Issuer).
| (b) | Address of the Issuers Principal Executive Offices: |
285 Fulton Street, One World Trade Center, 82nd Floor, New York, NY 10007
| Item 2. |
| (a) | Name of Person Filing: |
RPII Order LLC
Raine Partners II LP
Raine Associates II LP
Raine Capital LLC
Raine Management LLC
The Raine Group LLC
Raine Holdings LLC
| (b) | Address of Principal Business Office: |
65 East 55th Street, 24th Floor, New York, NY 10022
| (c) | Citizenship: |
RPII Order LLC Delaware
Raine Partners II LP Delaware
Raine Associates II LP Delaware
Raine Capital LLC Delaware
Raine Management LLC Delaware
The Raine Group LLC Delaware
Raine Holdings LLC Delaware
| (d) | Title of Class of Securities: |
Class A Common Stock
| (e) | CUSIP Number: |
68134L109
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
N/A.
| Item 4. | Ownership: |
| (a). | Amount beneficially owned: |
32,629,865
| (b). | Percent of class: |
36.5%(1)
| CUSIP No. 68134L109 | Schedule 13G | Page 9 of 9 |
| (c). | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 32,629,865 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 32,629,865 |
| Item 5. | Ownership of Five Percent or Less of a Class: |
N/A.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: |
N/A.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: |
N/A.
| Item 8. | Identification and Classification of Members of the Group: |
N/A.
| Item 9. | Notice of Dissolution of Group: |
N/A.
| Item 10. | Certification: |
N/A.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 9, 2022
| RPII Order LLC | ||
| By: | /s/ Alfred Chianese | |
| Name: Alfred Chianese | ||
| Title: Vice President | ||
| Raine Partners II LP | ||
| By: | /s/ Alfred Chianese | |
| Name: Alfred Chianese | ||
| Title: Vice President | ||
| Raine Associates II LP | ||
| By: | /s/ Alfred Chianese | |
| Name: Alfred Chianese | ||
| Title: Vice President | ||
| Raine Capital LLC | ||
| By: | /s/ Alfred Chianese | |
| Name: Alfred Chianese | ||
| Title: Vice President | ||
| Raine Management LLC | ||
| By: | /s/ Alfred Chianese | |
| Name: Alfred Chianese | ||
| Title: Vice President | ||
| The Raine Group LLC | ||
| By: | /s/ Alfred Chianese | |
| Name: Alfred Chianese | ||
| Title: Vice President | ||
| Raine Holdings LLC | ||
| By: | /s/ Brandon W. Gardner | |
| Name: Brandon W. Gardner | ||
| Title: President | ||
[Signature Page to Schedule 13G]
EXHIBIT LIST
| Exhibit 99.1 | Joint Filing Agreement, by and among the Reporting Persons, dated as of February 9, 2022. | |
| Exhibit 99.2 | Power of Attorney (incorporated by reference to Exhibit 24 to RPII Order LLCs Form 3/A filed on October 8, 2021). | |