| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | OWL | Class A common stock, par value $0.0001 per share | 58.1M | May 19, 2021 | Direct | F1, F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | OWL | Series E-1 common stock, par value $0.0001 per share | May 19, 2021 | Class A common stock | 2.8M | Direct | F1, F2, F3, F4 | |||||||
| holding | OWL | Series E-2 common stock, par value $0.0001 per share | May 19, 2021 | Class A common stock | 2.8M | Direct | F1, F2, F3, F5 |
| Id | Content |
|---|---|
| F1 | This statement is being filed by the following Reporting Persons: Blue Pool Capital Limited, Blue Pool Management Ltd. and Oliver Paul Weisberg. The securities covered by this statement are directly owned by PSPE II Limited. Blue Pool Capital Limited, which is a wholly owned subsidiary of Blue Pool Management Ltd., is the investment manager of PSPE II Limited and has voting and dispositive power over securities directly and indirectly held by PSPE II Limited. Mr. Weisberg is the sole shareholder of Blue Pool Management Ltd. Mr. Weisberg is also a director of Blue Pool Management Ltd. and Blue Pool Capital Limited. |
| F2 | (Continued from Footnote 1) Each of the Reporting Persons may be deemed to have become a greater than 10% beneficial owner of the Issuer in connection with the consummation of the merger on May 19, 2021 (the "Merger") of Owl Rock Capital Group LLC ("Owl Rock") with and into a wholly owned subsidiary of Altimar Acquisition Corporation (which was renamed Blue Owl Capital Inc. in connection with the closing of the Merger (the "Issuer")). In connection with the Merger, the Issuer issued 58,083,024 shares of Class A common stock, 2,795,082 shares of Series E-1 common stock and 2,795,082 shares of Series E-2 common stock, as well as cash consideration, in exchange for equity interests of Owl Rock held by PSPE II Limited immediately prior to the Merger. |
| F3 | This report shall not be an admission that any of the Reporting Persons is a beneficial owner of the securities held by PSPE II Limited, in each case for the purpose of Section 16 of the Exchange Act, or for any other purpose, except to the extent of their pecuniary interests therein, if any. Each of the Reporting Persons disclaims any beneficial ownership with respect to such securities, except to the extent of its respective pecuniary interest therein, if any. |
| F4 | The shares of Series E-1 common stock vest, and automatically convert into Class A common stock on a one-for-one basis, if the volume-weighted average share price on the Issuer's Class A common stock is $12.50 or above for 20 consecutive days within 5 years after the closing of the Merger. The shares of Series E-1 common stock that have not vested by the fifth anniversary of the closing of the Merger will automatically be transferred to the Issuer and cancelled for no consideration. |
| F5 | The shares of Series E-2 common stock vest, and automatically convert into Class A common stock on a one-for-one basis, if the volume-weighted average share price on the Class A Common Stock is $15.00 or above for 20 consecutive days within 5 years after the closing of the Merger. The shares of Series E-2 common stock that have not vested by the fifth anniversary of the closing of the Merger will automatically be transferred to the Issuer and cancelled for no consideration. |
Exhibit 24: Power of Attorney