Form 4: Raine Group Entities Convert Olo Inc. Class B Common Stock to Class A to Maintain Voting Threshold

Raine Group entities converted 700,000 shares of Olo Inc.'s Class B common stock into Class A common stock to ensure their ownership of the company's outstanding voting stock remains below 49.9% following a settlement related to a class action lawsuit.

Summary

• RPII Order LLC converted 700,000 shares of Class B Common Stock into Class A Common Stock on May 7, 2025.
• The conversion was done to ensure that the Reporting Persons' ownership of the issuer's outstanding voting stock does not exceed 49.9%.
• This action is related to the settlement of a class action and derivative complaint filed against Olo Inc. in Delaware.
• The reporting entities include RPII Order LLC, Raine Partners II LP, Raine Associates II LP, Raine Management LLC, The Raine Group LLC, Raine Holdings LLC, and Raine Capital LLC.
• These entities may be deemed to beneficially own shares held by RPII, Brandon Gardner, Colin Neville and Raine Associates due to their relationships.
• The Reporting Persons disclaim beneficial ownership over shares held by RPII, Mr. Gardner, Mr. Neville and Raine Associates except to the extent of their pecuniary interest therein.

Sentiment

Score: 6

Explanation: The document is neutral in tone, simply reporting a transaction related to maintaining ownership percentages following a legal settlement. It doesn't indicate positive or negative sentiment, but rather a procedural adjustment.

Industry Context

This filing reflects adjustments in ownership structure following legal settlements, which is not uncommon for publicly traded companies. Maintaining specific ownership percentages can be crucial for strategic control and compliance.

Comparison to Industry Standards

• Similar ownership adjustments are seen in other publicly traded companies following significant events like settlements or mergers.
• Companies like Palantir Technologies Inc. and Facebook (Meta Platforms, Inc.) have also implemented complex ownership structures to maintain control by founders or key stakeholders.
• The 49.9% threshold is likely chosen to avoid triggering certain regulatory or contractual obligations associated with crossing the 50% ownership mark.

Legal Proceedings

• The conversion of shares is related to the settlement of the class action and derivative complaint filed against the issuer in the Court of the Chancery of the State of Delaware captioned Scarantino v. Glass, et al. (C.A. No. 2024-0517-KSJM).

Stakeholder Impact

• The conversion ensures that the Reporting Persons' ownership of the issuer's outstanding voting stock does not exceed 49.9%, which could impact the influence of other shareholders.

Key Dates

Keywords

Olo Inc., Raine Group, Class B Common Stock, Class A Common Stock, Conversion, Beneficial Ownership, Voting Stock, SEC Form 4, Scarantino v. Glass, Settlement