Marc S. Lipschultz - 21 Jul 2021 Form 4 Insider Report for BLUE OWL CAPITAL INC. (OWL)

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
23 Jul 2021, 16:30:22 UTC
Prior SEC filing
27 May 2021
Next SEC filing
05 Nov 2021
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Neena A. Reddy, as Attorney-in-Fact

Key filing fact

Marc S. Lipschultz filed Form 4 for BLUE OWL CAPITAL INC. (OWL) on 23 Jul 2021.

Key facts

  • This page summarizes Marc S. Lipschultz's Form 4 filing for BLUE OWL CAPITAL INC. (OWL).
  • 3 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 23 Jul 2021, 16:30.

Change

  • Previous filing in this sequence was filed on 27 May 2021.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

OWL transaction

CLASS D COMMON STOCK

Conversion of derivative security

Transaction value
Shares
+2,285,719
Change %
+4.2%
Price
Shares after
56,909,319
Date
21 Jul 2021
Ownership
See Footnotes
Footnotes
F1, F2, F3, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

OWL transaction Derivative

BLUE OWL OPERATING GROUP UNITS

Conversion of derivative security

Transaction value
Shares
+2,285,719
Change %
+4.2%
Price
Shares after
56,909,319
Date
21 Jul 2021
Ownership
See Footnotes
Underlying class
Class B common stock
Underlying amount
2,285,719
Exercise price
Footnotes
F1, F2, F3, F4
OWL transaction Derivative

SERIES E-1 SELLER EARNOUT UNITS

Conversion of derivative security

Transaction value
Shares
-2,285,719
Change %
-100%
Price
Shares after
0
Date
21 Jul 2021
Ownership
See Footnotes
Underlying class
Class B common stock
Underlying amount
2,285,719
Exercise price
Footnotes
F1, F2, F3
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote F1

Pursuant to the terms of that certain Business Combination Agreement, dated as of December 23, 2020 (as the same has been amended, modified, supplemented or waived from time to time, the "Business Combination Agreement" or "BCA"), by and among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC, the reporting person became entitled to receive shares of Blue Owl Capital Inc.'s (the "Issuer") Class D common stock and an equal number of Blue Owl Operating Group Units issuable in respect of his Seller Earnout Units following the occurrence of a Triggering Event (as defined in the BCA).

Footnote F2

The first "Triggering Event" occurred when the volume weighted average share price equals or exceeds $12.50 per share for any 20 consecutive trading days following the Closing (as defined in the BCA).

Footnote F3

Consists of an aggregate of 56,909,319 shares of Class D common stock, and an equal number of Blue Owl Operating Group Units (as described in footnote (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.

Footnote F4

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, 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.

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