Sean Jason Ward - Oct 22, 2021 Form 4/A - Amendment Insider Report for BLUE OWL CAPITAL INC. (OWL)

Role: Senior Managing Director, Director
Signature: /s/Neena A. Reddy, Attorney-in-fact for Sean Jason Ward
Stock symbol: OWL
Transactions as of: Oct 22, 2021
Transactions value $: $0
Form type: 4/A - Amendment
Date filed: 10/25/2021, 09:09 AM
Date Of Original Report: Oct 22, 2021
Previous filing: Jul 23, 2021
Next filing: Nov 5, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OWL	Class D common stock	Award	$0	+1.5M	+9.1%	$0.00	18M	Oct 22, 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	Award	$0	+1.5M	+9.1%	$0.00	18M	Oct 22, 2021	Class B common stock	1.5M		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	Represents the issuance of Class P Units of Blue Owl Management Vehicle LP, a Delaware limited partnership ("Blue Owl Management Vehicle") equal to the number of Incentive Units (each of which consists of one Class P Unit of Blue Owl Capital Carry LP, a Delaware limited partnership ("Blue Owl Carry"), and one Class P Unit of Blue Owl Capital Holdings LP, a Delaware limited partnership ("Blue Owl Holdings" and together with Blue Owl Carry, the "Blue Owl Operating Partnerships")) issued by the Blue Owl Operating Partnerships pursuant to the Blue Owl Capital Inc. 2021 Omnibus Equity Incentive Plan, as amended from time to time, and held by Blue Owl Management Vehicle on behalf of the Reporting Person.
F2	The reported Incentive Units will vest upon vesting of the related Class P Units of Blue Owl Management Vehicle, which will vest in three equal installments on August 15th of 2024, 2025 and 2026, subject to continued service of the reporting person and in accordance with the applicable incentive unit grant certificate. Subject to certain conditions, the reported Incentive Units will be settled by delivery of an equal number of common units of each of the Blue Owl Operating Partnerships (collectively, "Blue Owl Operating Group Units") and shares of Class D common stock of Blue Owl Capital Inc.
F3	(Continued from Footnote 2) Blue Owl Operating Group Units, upon the cancellation of an equal number of shares of Class D common stock, may be exchanged from time to time at the request of the reporting person 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 Partnerships 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.
F4	Includes 16,486,415 shares of Class D common stock and an equal number of Blue Owl Operating Group Units, which shares of Class D common stock and Blue Owl Operating Group Units are held directly by Dyal Capital SLP LP on behalf of Mr. Ward, his spouse and one or more entities controlled by him.

Remarks:

This Form 4/A is being filed to correct the vesting schedule for the reported Incentive Units that was incorrectly reported in the Form 4 filed by the reporting person on October 22, 2021, as occurring in three equal installments on August 15th of 2022, 2023 and 2024. The correct vesting schedule as reflected herein is three equal installments on August 15th of 2024, 2025 and 2026.