SC 13G

NAMES OF REPORTING PERSONS

Raqtinda Investments LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SC 13G 1 d285143dsc13g.htm SC 13G SC 13G

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)

Common Stock, $0.001 par value 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 person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter 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		13G

(1)	All such shares are shares of Class B Common Stock and held of record by Raqtinda (as defined in Item 2(a) below). David A. Frankel and Peter Rosenberg are the managers of Raqtinda and may each be deemed to share voting, investment and dispositive power with respect to these securities.

(2)

Based on 57,078,716 shares of Class A Common Stock outstanding as of November 5, 2021 as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2021, as filed with the United States Securities and Exchange Commission on November 9, 2021 (the “Form 10-Q”), plus 13,157,966 shares of Class B Common Stock held by Raqtinda and assuming the conversion of such shares into shares of Class A Common Stock on a one-for-one basis.


CUSIP No. 68134L109		13G

(1)	The shares are represented by restricted stock units (“RSUs”). Each RSU represents the right to receive one share of Class A Common Stock. The shares underlying the RSUs are fully vested.

(2)	All such shares are shares of Class B Common Stock and held of record by Raqtinda (as defined in Item 2(a) below). David A. Frankel and Peter Rosenberg are the managers of Raqtinda and may each be deemed to share voting, investment and dispositive power with respect to these securities.

(3)

Based on 57,078,716 shares of Class A Common Stock outstanding as of November 5, 2021 as reported by the Issuer in its Form 10-Q, plus 13,157,966 shares of Class B Common Stock held by Raqtinda and 8,884 RSUs held by David A. Frankel, and assuming the conversion of all such shares into shares of Class A Common Stock on a one-for-one basis.


CUSIP No. 68134L109		13G

(1)	All such shares are shares of Class B Common Stock and held of record by Raqtinda (as defined in Item 2(a) below). David A. Frankel and Peter Rosenberg are the managers of Raqtinda and may each be deemed to share voting, investment and dispositive power with respect to these securities.

(2)	Based on 57,078,716 shares of Class A Common Stock outstanding as of November 5, 2021 as reported by the Issuer in its Form 10-Q, plus 13,157,966 shares of Class B Common Stock held by Raqtinda and assuming the conversion of such shares into shares of Class A Common Stock on a one-for-one basis.


CUSIP No. 68134L109		13G

Item 1(a).

Name of Issuer:

Olo Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

285 Fulton Street

One World Trade Center, 82^nd Floor

New York, NY 10007

Item 2(a).

Name of Person Filing:

This joint statement on Schedule 13G is being filed by Raqtinda Investments LLC (“Raqtinda”), David A. Frankel and Peter Rosenberg (collectively, the “Reporting Persons”). David A. Frankel and Peter Rosenberg are the managers of Raqtinda. David A. Frankel is a member of the Issuer’s board of directors.

Item 2(b)

Address of Principal Business Office, or if None, Residence:

The address of the principal business office of each Reporting Person is c/o Stonehage Fleming US LLC, 1700 Market Street, Suite 3010, Philadelphia, PA 19103.

Item 2(c).

Citizenship:

Raqtinda is a limited liability company organized under the laws of Delaware. David A. Frankel is a citizen of South Africa and Peter Rosenberg is a citizen of the United States of America.

Item 2(d).

Title of Class of Securities:

Common Stock, $0.001 par value per share (“Common Stock”).

Item 2(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:

Not applicable.

Item 4.

Ownership.

(a)

Amount beneficially owned:

See Row 9 of the cover page for each Reporting Person. Raqtinda is the record owner of the 13,157,966 shares of Class B Common Stock (the “Raqtinda Shares”). Each share of Class B Common Stock is convertible at any time at the option of the holder on a one-for-one basis. As the managers of Raqtinda, each of David A. Frankel and Peter Rosenberg also may be deemed to beneficially own the Raqtinda Shares.

David A. Frankel is the record owner of 8,884 RSUs. Each RSU represents the contingent right to receive one share of Class A Common Stock and the RSUs are fully vested.

(b)

Percent of class:

See Row 11 of the cover page for each Reporting Person and the corresponding footnotes.*

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote

See Row 5 of the cover page for each Reporting Person and the corresponding footnotes.*

(ii)

Shared power to vote or to direct the vote

See Row 6 of the cover page for each Reporting Person and the corresponding footnotes.*

(iii)

Sole power to dispose or to direct the disposition of

See Row 7 of the cover page for each Reporting Person and the corresponding footnotes.*

(iv)

Shared power to dispose or to direct the disposition of

See Row 8 of the cover page for each Reporting Person and the corresponding footnotes.*

*	Except to the extent of his, her or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person.

Under certain circumstances set forth in the limited liability company agreement of Raqtinda, the members, as the case may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which they are a partner or member, as the case may be.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of the Group.

Not applicable.

Item 10.

Certifications.

Not Applicable

Material to be Filed as Exhibits.

Exhibit 1 – Joint Filing Agreement.


CUSIP No. 68134L109		13G

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.

Dated: January 27, 2022


RAQTINDA INVESTMENTS

By:		/s/ Peter Rosenberg
		Peter Rosenberg
Its:		Manager

/s/ David A. Frankel
David A. Frankel

/s/ Peter Rosenberg
Peter Rosenberg

SEC Form SC 13G filed by Olo Inc.