4//SEC Filing
Glass Noah H. 4
Accession 0001140361-25-034888
CIK 0001431695other
Filed
Sep 11, 8:00 PM ET
Accepted
Sep 12, 4:56 PM ET
Size
22.8 KB
Accession
0001140361-25-034888
Insider Transaction Report
Form 4
Olo Inc.OLO
Glass Noah H.
DirectorCEO
Transactions
- Disposition to Issuer
Class A Common Stock
2025-09-12−2,148,304→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2025-09-12−415,871→ 0 totalExercise: $2.74Exp: 2030-01-20→ Class B Common Stock (415,871 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-09-12−1,547,867→ 0 totalExercise: $1.67Exp: 2026-01-11→ Class B Common Stock (1,547,867 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-09-12−5,809,070→ 0 totalExercise: $1.67Exp: 2026-01-11→ Class B Common Stock (5,809,070 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-09-12−897,600→ 0 totalExercise: $9.72Exp: 2031-01-31→ Class B Common Stock (897,600 underlying) - Disposition to Issuer
Class B Common Stock
2025-09-12−1,118,400→ 0 total→ Class A Common Stock (1,118,400 underlying) - Award
Class A Common Stock
2025-09-12+1,881,837→ 2,148,304 total - Disposition to Issuer
Class B Common Stock
2025-09-12−3,604,595→ 0 total(indirect: By Trust)→ Class A Common Stock (3,604,595 underlying)
Footnotes (7)
- [F1]This Form 4 reports transactions in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated July 3, 2025, by and among the Issuer, Olo Parent, Inc. (f/k/a Project Hospitality Parent, LLC), a Delaware corporation ("Parent") and Project Hospitality Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). On September 12, 2025 (the "Effective Time"), Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly-owned subsidiary of Parent.
- [F2]Represents shares underlying outstanding performance-based restricted stock units ("PSUs") previously granted of which all remain unvested at the Effective Time. The number of shares of Class A Common Stock subject to such PSUs was determined in good faith by the Company Board as of immediately prior to the Effective Time by deeming the performance metrics of such Company PSUs achieved at actual levels of performance effective as of the Effective Time.
- [F3]Includes (i) 67,295 unvested and outstanding restricted stock units subject to time-based vesting conditions (the "RSUs") and (ii) 1,881,837 shares underlying unvested and outstanding PSUs. Each RSU and PSU represents the contingent right to receive one share of Issuer's Class A Common Stock, par value $0.001 per share (the "Issuer Common Stock") upon vesting and settlement. Pursuant to the terms of the Merger Agreement at the Effective Time, each outstanding RSU and PSU was cancelled and extinguished and converted into a contingent right to receive solely an amount in cash (without interest and subject to any applicable withholding or other taxes) equal to the product of (i) the Merger Consideration (as defined below) payable with respect to such RSU or PSU multiplied by (ii) the aggregate number of shares of Issuer Common Stock subject to such RSU or PSU, as applicable, immediately prior to the Effective Time (the "Cash Replacement Amounts").
- [F4]The Cash Replacement Amounts for the RSUs and PSUs are subject to the holder's continued service with Parent or its subsidiaries through the applicable vesting dates.
- [F5]Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding share of Issuer Class A Common Stock and Class B Common Stock (together, "Common Stock") was cancelled and automatically converted into the right to receive $10.25 in cash ("Merger Consideration"), without interest, less any applicable withholding taxes.
- [F6]Pursuant to the terms of the Merger Agreement, each outstanding stock option to purchase shares of Issuer Common Stock ("In-the-Money Company Stock Option"), that was vested, outstanding and exercisable as of the date of the Merger Agreement and had a per share exercise price that was less than the Merger Consideration was cancelled and automatically converted into the right to receive solely an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (i) the excess, if any, of the Merger Consideration over the per share exercise price of such In-the-Money Company Stock Option and (ii) the aggregate number of shares of Issuer Common Stock underlying such In-the-Money Company Stock Option immediately prior to the Effective Time (the "Option Payments"). The holder of any canceled In-the-Money Company Stock Option was only entitled to receive the Option Payment in respect of such canceled In-the-Money Company Stock Option.
- [F7]These shares are held by the Glass Family Trust (the "Trust"). The Reporting Person is the Trustee and a beneficiary of the Trust. The Reporting Person disclaims beneficial ownership of the shares owned by the Trust except to the extent of his pecuniary interest therein, if any.
Documents
Issuer
Olo Inc.
CIK 0001431695
Entity typeother
Related Parties
1- filerCIK 0001844608
Filing Metadata
- Form type
- 4
- Filed
- Sep 11, 8:00 PM ET
- Accepted
- Sep 12, 4:56 PM ET
- Size
- 22.8 KB