09/12/2025 | Press release | Distributed by Public on 09/12/2025 14:57
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $1.67 | 09/12/2025 | D(1) | 5,809,070 | (6) | 01/11/2026 | Class B Common Stock | 5,809,070 | $ 0 | 0 | D | ||||
Stock Option (Right to Buy) | $2.74 | 09/12/2025 | D(1) | 415,871 | (6) | 01/20/2030 | Class B Common Stock | 415,871 | $ 0 | 0 | D | ||||
Stock Option (Right to Buy) | $9.72 | 09/12/2025 | D(1) | 897,600 | (6) | 01/31/2031 | Class B Common Stock | 897,600 | $ 0 | 0 | D | ||||
Stock Option (Right to Buy) | $1.67 | 09/12/2025 | D(1) | 1,547,867 | (6) | 01/11/2026 | Class B Common Stock | 1,547,867 | $ 0 | 0 | D | ||||
Class B Common Stock | (5) | 09/12/2025 | D(1) | 1,118,400 | (5) | (5) | Class A Common Stock | 1,118,400 | $ 0 | 0 | D | ||||
Class B Common Stock | (5) | 09/12/2025 | D(1) | 3,604,595 | (5) | (5) | Class A Common Stock | 3,604,595 | $ 0 | 0 | I | By Trust(7) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Glass Noah H. C/O OLO INC., 285 FULTON STREET ONE WORLD TRADE CENTER, 82ND FLOOR NEW YORK, NY 10003 |
X | CEO |
/s/ Jennifer C. Wong, Attorney-in-Fact | 09/12/2025 | |
**Signature of Reporting Person | Date |
* | 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). |
(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 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. |
(3) | 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"). |
(4) | 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. |
(5) | 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. |
(6) | 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. |
(7) | 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. |