SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Manning Sherri

(Last)

(First)

(Middle)

C/O OLO INC., 285 FULTON STREET

ONE WORLD TRADE CENTER, 82ND FLOOR

(Street)

NEW YORK

10007

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Olo Inc. [ OLO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/12/2025		A⁽¹⁾		194,400⁽²⁾	A	$0	486,718	D
Class A Common Stock	09/12/2025		D⁽¹⁾		486,718⁽³⁾⁽⁴⁾	D	⁽⁵⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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.

2. 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.

3. Includes 189,667 unvested and outstanding restricted stock units subject to time-based vesting conditions (the "RSUs") at the Effective Time. Each RSU 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 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 multiplied by (ii) the aggregate number of shares of Issuer Common Stock subject to such RSU immediately prior to the Effective Time (the "Cash Replacement RSU Amounts").

4. The Cash Replacement RSU Amounts will, subject to the Reporting Person's continued service through the applicable vesting dates, vest and be payable at the same time as the RSUs for which the Cash Replacement RSU Amounts were exchanged would have vested pursuant to its terms.

5. 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.

	/s/ Jennifer C. Wong, Attorney-in-Fact	09/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Chief People Officer Manning Sherri was granted 194,400 shares and returned 486,718 shares to the company, closing all direct ownership in the company (SEC Form 4)