| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | OWL | CLASS C COMMON STOCK | Conversion of derivative security | +4.5M | +4.18% | 112M | Jul 21, 2021 | See Footnotes | F1, F2, F3, F5 | ||
| transaction | OWL | CLASS D COMMON STOCK | Conversion of derivative security | +6.77M | +4.18% | 169M | Jul 21, 2021 | See Footnotes | F1, F2, F4, F6 |
| 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 | +4.5M | +4.18% | 112M | Jul 21, 2021 | Class A common stock | 4.5M | See Footnotes | F1, F2, F3, F5 | |||
| transaction | OWL | BLUE OWL OPERATING GROUP UNITS | Conversion of derivative security | +6.77M | +4.18% | 169M | Jul 21, 2021 | Class B common stock | 6.77M | See Footnotes | F1, F2, F4, F6 | |||
| transaction | OWL | SERIES E-1 SELLER EARNOUT UNITS | Conversion of derivative security | -4.5M | -100% | 0 | Jul 21, 2021 | Class A common stock | 4.5M | See Footnotes | F1, F2, F3 | |||
| transaction | OWL | SERIES E-1 SELLER EARNOUT UNITS | Conversion of derivative security | -6.77M | -100% | 0 | Jul 21, 2021 | Class B common stock | 6.77M | See Footnotes | F1, F2, F4 |
| 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 4,500,000 shares of Blue Owl Capital Inc.'s (the "Issuer") Class C common stock, 6,772,500 shares of Class D common stock and an equal number of Blue Owl Operating Group Units issuable in respect of its 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 112,040,000 shares of Class C common stock and an equal amount of Blue Owl Operating Group Units (as described in footnote (5)) held directly by Owl Rock Capital Feeder LLC ("Owl Rock Feeder") on behalf of Dyal Capital Partners IV Holdings (A) LP. Owl Rock Capital Partners LP ("Owl Rock Capital Partners") is the managing member of Owl Rock Feeder. Owl Rock Capital Partners is managed by its general partner, Owl Rock Capital Partners (GP) LLC, which is governed by an executive committee comprised of Messrs. Ostrover, Lipschultz and Packer with decisions over certain matters requiring the vote of Mr. Ostrover. Each of the foregoing and their affiliates expressly disclaim beneficial ownership of the securities held by Owl Rock Feeder except to the extent of their respective pecuniary interests therein. |
| F4 | Consists of an aggregate of 168,620,200 shares of Class D common stock and an equal amount of Blue Owl Operating Group Units (as described in footnote (6)) held directly by Owl Rock Feeder on behalf of Douglas I. Ostrover, Marc S. Lipschultz, Alan J. Kirshenbaum and Craig W. Packer, their respective spouses and vehicles controlled by them (collectively, the "Owl Rock Principals"). Owl Rock Capital Partners is the managing member of Owl Rock Feeder. Owl Rock Capital Partners is managed by its general partner, Owl Rock Capital Partners (GP) LLC, which is governed by an executive committee comprised of Messrs. Ostrover, Lipschultz and Packer with decisions over certain matters requiring the vote of Mr. Ostrover. Each of the foregoing and their affiliates expressly disclaims beneficial ownership of the securities held by Owl Rock Feeder except to the extent of their respective pecuniary interests 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 C common stock, may be exchanged from time to time for an equal number of newly issued shares of Class A 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. |
| F6 | 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 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. |
Douglas Ostrover is a director of Blue Owl Capital Inc. and indirectly controls Owl Rock Feeder and Owl Rock Capital Partners. On the basis of the relationship between Owl Rock Feeder, Owl Rock Capital Partners and Mr. Ostrover, each of Owl Rock Feeder and Owl Rock Capital Partners may be subject to Section 16 of the 1934 Act as if it were a director of Blue Owl Capital Inc.