Dyal Capital SLP LP - 19 May 2021 Form 3 Insider Report for BLUE OWL CAPITAL INC. (OWL)

Role
Other*
Signature
Dyal Capital SLP LP, By: /s/ Michael Rees
Issuer symbol
OWL
Transactions as of
19 May 2021
Net transactions value
$0
Form type
3
Filing time
27 May 2021, 18:11:36 UTC
Next filing
23 Jul 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding OWL Class D common stock 132,808,673 19 May 2021 Direct 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 19 May 2021 Class B common stock 132,808,673 Direct F1, F2
holding OWL Series E-1 Seller Earnout Unit 19 May 2021 Class B common stock 5,465,377 Direct F1, F2, F3
holding OWL Series E-2 Seller Earnout Unit 19 May 2021 Class B common stock 5,465,377 Direct F1, F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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 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.
F3 Dyal SLP has the right to acquire 5,465,377 Blue Owl Operating Group Units and an equal number or 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 Dyal SLP has the right to acquire 5,465,377 Blue Owl Operating Group Units and an equal number or 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:

Michael Rees is a director of Blue Owl Capital Inc. and indirectly controls Dyal Capital SLP LP ("Dyal SLP"). On the basis of the relationship between Dyal SLP and Mr. Rees, Dyal SLP may be subject to Section 16 of the 1934 Act as if it were a director of Blue Owl Capital Inc.