Oak Lawn Direct Investors GP, L.L.C. - May 13, 2021 Form 4/A - Amendment Insider Report for Owl Rock Capital Corp III (NONE)

Signature
ORCC III WAREHOUSE L.L.C., By: Oak Lawn Direct Investors GP, L.L.C., Its: Managing Member, By: I35 Advisors, Inc., Its: Manager, By: /s/ Diane Tobin, Name: Diane Tobin, Title: Authorized Signatory
Stock symbol
NONE
Transactions as of
May 13, 2021
Transactions value $
$0
Form type
4/A - Amendment
Date filed
7/9/2021, 05:49 PM
Date Of Original Report
May 17, 2021
Previous filing
May 17, 2021
Next filing
Jul 12, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NONE Common Stock, par value $0.01 per share Exercise of in-the-money or at-the-money derivative security +502K +30.15% 2.17M May 13, 2021 By ORCC III Warehouse L.L.C. F1, F3, F4, F5
transaction NONE Common Stock, par value $0.01 per share Exercise of in-the-money or at-the-money derivative security +571K +30.15% 2.46M May 13, 2021 By ORCC III Investors L.L.C. F2, F3, F4, F5

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
transaction NONE Obligation to Buy Exercise of in-the-money or at-the-money derivative security -502K -100% 0 May 13, 2021 Common Stock 502K $14.74 By ORCC III Warehouse L.L.C. F1, F3, F4, F5
transaction NONE Obligation to Buy Exercise of in-the-money or at-the-money derivative security -571K -100% 0 May 13, 2021 Common Stock 571K $14.74 By ORCC III Investors L.L.C. F2, F3, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Subscription Agreement previously entered into between ORCC III Warehouse L.L.C., a Delaware limited liability company ("ORCC III Warehouse") and Owl Rock Capital Corporation III, a Maryland corporation (the "Issuer") and an adjusted capital call notice delivered by the Issuer with respect thereto, on May 13, 2021, ORCC III Warehouse was actually issued 502,018.507 shares of common stock, par value $0.01 per share from the Issuer at a price of $14.74 per share in connection with a mandatory capital call rather than the 502,359.321 shares of common stock, par value $0.01 per share at a price of $14.73 per share reported on the reporting persons' previously filed Form 4. The additional shares issued were as a result of the Issuer's adjustment procedures (as described in the Subscription Agreement) occurring between the date of the drawdown notice and the actual drawdown date.
F2 Pursuant to the Subscription Agreement previously entered into between ORCC III Investors L.L.C., a Delaware limited liability company ("ORCC III Investors", and together with ORCC III Warehouse, the "Funds") and the Issuer and an adjusted capital call notice delivered by the Issuer with respect thereto, on May 13, 2021, ORCC III Investors was actually issued 570,549.107 shares of common stock, par value $0.01 per share from the Issuer at a price of $14.74 per share in connection with a mandatory capital call rather than the 570,936.445 shares of common stock, par value $0.01 per share at a price of $14.73 per share reported on the reporting persons' previously filed Form 4. The additional shares issued were as a result of the Issuer's adjustment procedures (as described in the Subscription Agreement) occurring between the date of the drawdown notice and the actual drawdown date.
F3 This Form 4 is being jointly filed by and on behalf of each of the Funds, Oak Lawn Direct Investors GP, L.L.C., a Delaware limited liability company ("Oak Lawn"), CH Investment Partners, L.L.C., a Delaware limited liability company ("CHIP"), I35 Advisors, Inc., a Texas corporation ("I35"), Kirk L. Rimer and Michael R. Silverman. The Funds are the record and direct beneficial owners of the securities covered by this statement. Oak Lawn is the managing member of, and may be deemed to beneficially own securities owned by, the Funds.
F4 CHIP serves as the investment manager to the Funds and has been granted exclusive investment discretion and investment management authority with respect to the Funds and its investments, including the securities covered by this statement, but CHIP generally must seek voting instructions from the members of the Funds and vote in accordance with such instructions. I35 is the manager of, and may be deemed to beneficially own securities beneficially owned by, Oak Lawn. Michael Silverman and Kirk Rimer serve as Co-Presidents of I35, and may be deemed to beneficially own securities beneficially owned by, I35.
F5 Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such reporting person in such securities.

Remarks:

Exhibit Index Exhibit 24.1 - Power of Attorney (incorporated by reference to Exhibit 24.1 to the Form 4 filed on January 4, 2021).