Marc S. Lipschultz - May 19, 2021 Form 3 Insider Report for BLUE OWL CAPITAL INC. (OWL)

Role
Co-President, Director
Signature
/s/ Neena A. Reddy, as Attorney-in-Fact
Stock symbol
OWL
Transactions as of
May 19, 2021
Transactions value $
$0
Form type
3
Date filed
5/27/2021, 05:58 PM
Next filing
Jul 23, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding OWL Class D common stock 54.6M May 19, 2021 See Footnote F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding OWL Blue Owl Operating Group Unit May 19, 2021 Class B common stock 54.6M See Footnotes F1, F2
holding OWL Series E-1 Seller Earnout Unit May 19, 2021 Class B common stock 2.29M See Footnotes F1, F2, F3
holding OWL Series E-2 Seller Earnout Unit May 19, 2021 Class B common stock 2.29M See Footnotes F1, F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Consists of an aggregate of 54,623,600 shares of Class D common stock, 54,623,600 Blue Owl Operating Group Units (as described in footnote (2)) and 4,571,438 Seller Earnout Units (as described in footnotes (3) and (4)) held directly by Owl Rock Capital Feeder LLC ("Owl Rock Feeder"), 39.55% of which are held on behalf of Mr. Lipschultz; 40.94% of which are held on behalf of Lipschultz Famly OR Trust over which Mr. Lipschultz has sole investment and voting power; and 19.51% of which are held on behalf of Mr. Lipschultz's spouse, Jennifer Lipschultz. Mr. Lipschultz expressly disclaims beneficial ownership of the securities held by Owl Rock Feeder except to the extent of his pecuniary interest therein. The shares of Class D common stock and Blue Owl Operating Group Units reflected in Tables I and II do not include the shares and units that may become issuable in respect of the Series E-1 and E-2 Seller Earnout Units as described in footnotes (3) and (4).
F2 Each Blue Owl Operating Group Unit (which consists of one common unit of Blue Owl Capital Carry LP and one common unit of Blue Owl Capital Holdings LP), upon the cancellation of an equal number of shares of Class D common stock, may be exchanged for an equal number of newly issued shares of Class B common stock from time to time, subject to any applicable transfer restrictions and the terms of the Exchange Agreement, dated as of May 19, 2021 (the "Exchange Agreement") or (at the election of the Blue Owl Operating Group) a cash payment equal to the five-day volume weighted average price of shares of Class A common stock immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire.
F3 Owl Rock Feeder has the right to acquire on behalf of Mr. Lipschultz, his spouse and vehicles controlled by him 2,285,719 Blue Owl Operating Group Units and an equal number of shares of Class D common stock if (i) the volume-weighted average share price on Blue Owl's Class A common stock is $12.50 or above for 20 consecutive days within 5 years after May 19, 2021 (the "Closing Date") or (ii) there is a merger, consolidation, tender offer, exchange offer, business combination or sale at or above the relevant vesting metric.
F4 Owl Rock Feeder has the right to acquire on behalf of Mr. Lipschultz, his spouse and vehicles controlled by him 2,285,719 Blue Owl Operating Group Units and an equal number of shares of Class D common stock if (i) the volume-weighted average share price on Blue Owl's Class A common stock is $15.00 or above for 20 consecutive days within 5 years after the Closing Date or (ii) there is a merger, consolidation, tender offer, exchange offer, business combination or sale at or above the relevant vesting metric.

Remarks:

Exhibit 24 - Power of Attorney