Michael Douglass Rees - 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, 06:11 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						73.4M	May 19, 2021	See Footnotes	F1, F2

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	73.4M		See Footnotes	F1, F2, F3
holding	OWL	Series E-1 Seller Earnout Unit							May 19, 2021	Class B common stock	3.02M		See Footnotes	F1, F2, F3, F4
holding	OWL	Series E-2 Seller Earnout Unit							May 19, 2021	Class B common stock	3.02M		See Footnotes	F1, F2, F3, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Consists of 73,428,587 shares of Class D common stock, 73,428,587 Blue Owl Operating Group Units (as described in footnote (3)) and 6,043,505 Seller Earnout Units (as described in footnotes (4) and (5)) held directly by Dyal Capital SLP LP ("Dyal SLP") on behalf of Mr. Rees, his spouse and one or more entities controlled by him. By virtue of Mr. Rees's indirect control of the general partner of, and his indirect interest in, Dyal SLP, Mr. Rees may be deemed to beneficially own all of the shares of Class D common stock, Blue Owl Operating Group Units and Seller Earnout Units held by Dyal SLP.
F2	(Continued from Footnote 1) Mr. Rees expressly disclaims beneficial ownership of the shares and units held by Dyal SLP, including any shares of Class B common stock that may be acquired upon exchange of Blue Owl Operating Group Units and the cancellation of an equal number of shares of Class D common stock, and the Blue Owl Operating Group Units and shares of Class D common stock issuable in respect of the Seller Earnout Units upon the satisfaction of certain vesting conditions, in each case, 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 (4) and (5).
F3	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 from time to time for an equal number of newly issued shares of Class B common stock, 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 an exchange committee of the general partner 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.
F4	Dyal SLP has the right to acquire 3,021,752 Blue Owl Operating Group Units and an equal number of shares of Class D common stock on behalf of Mr. Rees, his spouse, or one or more vehicles controlled by him, 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.
F5	Dyal SLP has the right to acquire 3,021,753 Blue Owl Operating Group Units and an equal number of shares of Class D common stock on behalf of Mr. Rees, his spouse, or one or more vehicles controlled by him, 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