Sean Jason Ward - Jul 21, 2021 Form 4 Insider Report for BLUE OWL CAPITAL INC. (OWL)

Role
Senior Managing Director, Director
Signature
/s/ Neena A. Reddy, as Attorney-in-Fact
Stock symbol
OWL
Transactions as of
Jul 21, 2021
Transactions value $
$0
Form type
4
Date filed
7/23/2021, 04:30 PM
Previous filing
May 27, 2021
Next filing
Oct 25, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OWL CLASS D COMMON STOCK Conversion of derivative security +652K +4.12% 16.5M Jul 21, 2021 See Footnotes F1, F2, F3, F4

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 OWL BLUE OWL OPERATING GROUP UNITS Conversion of derivative security +652K +4.12% 16.5M Jul 21, 2021 Class B common stock 652K See Footnotes F1, F2, F3, F4, F5
transaction OWL SERIES E-1 SELLER EARNOUT UNITS Conversion of derivative security -652K -100% 0 Jul 21, 2021 Class B common stock 652K See Footnotes F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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).
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).
F3 Consists of 16,486,415 shares of Class D common stock and an equal number of Blue Owl Operating Group Units (as described in Footnote (5)), held directly by Dyal Capital SLP LP ("Dyal SLP") on behalf of Mr. Ward, his spouse and one or more entities controlled by him.
F4 (Continued from Footnote 3) Mr. Ward expressly disclaims beneficial ownership of the securities 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.
F5 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.