4//SEC Filing
Benevides Peter J. 4
Accession 0001140361-25-034893
CIK 0001431695other
Filed
Sep 11, 8:00 PM ET
Accepted
Sep 12, 4:56 PM ET
Size
16.8 KB
Accession
0001140361-25-034893
Insider Transaction Report
Form 4
Olo Inc.OLO
Benevides Peter J.
Chief Financial Officer
Transactions
- Disposition to Issuer
Class A Common Stock
2025-09-12−1,401,651→ 0 total - Award
Class A Common Stock
2025-09-12+728,859→ 1,401,651 total - Disposition to Issuer
Stock Option (Right to Buy)
2025-09-12−334,900→ 0 totalExercise: $2.74Exp: 2030-01-20→ Class B Common Stock (334,900 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-09-12−127,500→ 0 totalExercise: $1.67Exp: 2028-02-05→ Class B Common Stock (127,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-09-12−273,938→ 0 totalExercise: $1.67Exp: 2026-04-25→ Class B Common Stock (273,938 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-09-12−209,950→ 0 totalExercise: $9.72Exp: 2031-01-31→ Class B Common Stock (209,950 underlying)
Footnotes (4)
- [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 to the Reporting Person of which all fully vested as of 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]Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding share of Issuer 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.
- [F4]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.
Documents
Issuer
Olo Inc.
CIK 0001431695
Entity typeother
Related Parties
1- filerCIK 0001845032
Filing Metadata
- Form type
- 4
- Filed
- Sep 11, 8:00 PM ET
- Accepted
- Sep 12, 4:56 PM ET
- Size
- 16.8 KB