Marc Zahr - Sep 21, 2023 Form 4 Insider Report for BLUE OWL CAPITAL INC. (OWL)

Role: Co-President, Director
Signature: /s/ Neena A. Reddy, as Attorney-in-Fact
Stock symbol: OWL
Transactions as of: Sep 21, 2023
Transactions value $: $0
Form type: 4
Date filed: 9/22/2023, 04:30 PM
Previous filing: Aug 10, 2023
Next filing: Nov 13, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OWL	Class C Shares	Options Exercise		+11.4M	+32.28%		46.6M	Sep 21, 2023	See Footnotes	F1, F2, F3, F4, F5

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	Second Earnout Units	Options Exercise		-11.4M	-100%		0	Sep 21, 2023	Class A Shares	11.4M		See Footnotes	F1, F2, F3, F5
transaction	OWL	Blue Owl Operating Group Units	Options Exercise		+11.4M	+32.28%		46.6M	Sep 21, 2023	Class A Shares	11.4M		See Footnotes	F1, F2, F3, F4, F5

* 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 Agreement and Plan of Merger, dated as of October 17, 2021 (as amended by that First Amendment to Agreement and Plan of Merger, dated as of December 23, 2021, as the same has been or may be further amended, modified, supplemented or waived from time to time in accordance with its terms), by and among Blue Owl Capital Inc. (the "Issuer"), Blue Owl Capital GP LLC, Blue Owl Capital Carry LP ("Blue Owl Capital Carry"), Blue Owl Capital Holdings LP ("Blue Owl Capital Holdings" and together with Blue Owl Capital Carry and their consolidated subsidiaries, the "Blue Owl Operating Group"), Flyer Merger Sub II, LP, Flyer Merger Sub I, LLC, Oak Street Real Estate Capital, LLC, OSREC GP Holdings, LP, SASC Feeder, LP and Augustus, LLC, (the "Merger Agreement"),
F2	(Continued from Footnote 1) the reporting person will become entitled to receive, on January 1, 2024, "Blue Owl Operating Group Units" (consisting of one common unit of Blue Owl Capital Carry and one common unit of Blue Owl Capital Holdings) and an equal number of shares of the Issuer's Class C common stock ("Class C Shares") issuable in respect of his Second Earnout Units (as defined in the Merger Agreement) following the occurrence of a Triggering Event (as defined in the Merger Agreement).
F3	On September 21, 2023, the Issuer confirmed that the requisite Quarterly Management Fee Revenue (as defined in the Merger Agreement) had been met with respect to the Second Earnout Units, and the Second Earnout Units shall vest and become payable on January 1, 2024 in Blue Owl Operating Group Units and Class C Shares.
F4	Consists of (i) 45,507,772 Blue Owl Operating Group Units (as described in footnote (5)) and an equal number of Class C Shares held directly by OSREC Feeder, LP on behalf of Augustus, LLC, an investment vehicle controlled by Marc Zahr and (ii) 1,111,802 Blue Owl Operating Group Units and an equal number of Class C Shares issuable in respect of Incentive Units held directly by Marc Zahr.
F5	Blue Owl Operating Group Units, upon the cancellation of an equal number of Class C Shares, may be exchanged from time to time at the request of the reporting person for an equal number of newly issued shares of the Issuer'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 Group) a cash payment equal to the five-day volume weighted average price of Class A Shares immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire.