Sean Jason Ward - Dec 15, 2022 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: Dec 15, 2022
Transactions value $: $0
Form type: 4
Date filed: 12/16/2022, 04:55 PM
Previous filing: Nov 5, 2021
Next filing: Dec 1, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OWL	Class C Shares	Award	$0	+156K	+10.41%	$0.00	1.66M	Dec 15, 2022	See Footnotes	F1, F2, F3
transaction	OWL	Class A Shares	Award	$0	+223K		$0.00	223K	Dec 15, 2022	Direct	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	+156K	+10.41%	$0.00	1.66M	Dec 15, 2022	Class A Shares	156K		See footnotes	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents Class C common stock of Blue Owl Capital, Inc. ("Class C Shares") and 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 or to be 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 156,207 Incentive Units are fully vested upon the grant date, but are subject to a lock-up period of one year from the grant date. After attainment of required capital account thresholds, Incentive Units settle by delivery of an equal number of Common Units of each of the Blue Owl Operating Partnerships (collectively, "Blue Owl Operating Group Units") and Class C Shares. After expiration of the lock-up and cancellation of an equal number of Class C Shares, Blue Owl Operating Group Units may be exchanged from time to time at the request of the Reporting Person for an equal number of newly issued shares of Blue Owl Capital Inc.'s Class A common stock ("Class A Shares") (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 Shares immediately prior to the applicable exchange date). Blue Owl Operating Group Units do not expire.
F3	The reported securities include 1,500,000 Incentive Units and 1,500,000 shares of Class C common stock that were inadvertently reflected on a Form 4/A filed by the Reporting Person on October 25, 2021 as Incentive Units and Class D common stock exchangeable into the Issuer's Class B common stock or cash, at the Issuer's election.
F4	The amount shown represents Restricted Share Units ("RSUs") granted to the Reporting Person on December 15, 2022. Each RSU represents the contingent right to receive one of the Issuer's Class A Shares upon vesting. The RSUs will vest in three equal annual installments on February 15th of 2024, 2025 and 2026.