Michael Douglass Rees - May 6, 2024 Form 4 Insider Report for BLUE OWL CAPITAL INC. (OWL)

Role: Co-President
Signature: /s/ Alan Kirshenbaum, as Attorney-in-Fact
Stock symbol: OWL
Transactions as of: May 6, 2024
Transactions value $: $0
Form type: 4
Date filed: 5/8/2024, 04:30 PM
Previous filing: Feb 20, 2024
Next filing: May 10, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OWL	Class C Shares	Other		+19.6M			19.6M	May 6, 2024	See Footnote	F1
transaction	OWL	Class C Shares	Conversion of derivative security		-19.6M	-100%		0	May 6, 2024	See Footnote	F1, F2
transaction	OWL	Class A Shares	Conversion of derivative security		+19.6M			19.6M	May 6, 2024	See Footnote	F1, F2
transaction	OWL	Class A Shares	Sale		-19.6M	-100%		0	May 6, 2024	See Footnote	F1, F3
holding	OWL	Class C Shares						2.62M	May 6, 2024	See Footnote	F6

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	Other		+19.6M			19.6M	May 6, 2024	Class A Shares	19.6M		See Footnote	F1, F3, F4, F5
transaction	OWL	Blue Owl Operating Group Units	Conversion of derivative security		-19.6M	-100%		0	May 6, 2024	Class A Shares	19.6M		See Footnote	F1, F2, F3, F4, F5
holding	OWL	Blue Owl Operating Group Units						2.62M	May 6, 2024	Class A Shares			See Footnote	F6

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

Explanation of Responses:

Id	Content
F1	On May 6, 2024, 19,600,000 shares of Class C Common Stock of the Issuer ("Class C Shares") and an equal number of Blue Owl Operating Group Units (as defined below) were distributed by Owl Rock Capital Feeder LLC, a Delaware limited liability company ("Owl Rock Feeder"), to Dyal Capital Partners IV Holdings (A) LP, a Delaware limited partnership ("Dyal IV"), for no consideration. The reporting person has an indirect economic interest in Dyal IV and may be deemed to beneficially own the reported securities. The reporting person expressly disclaims beneficial ownership of the securities held by Dyal IV except to the extent of his indirect pecuniary interest therein.
F2	On May 6, 2024, Dyal IV exchanged (the "Exchange") 19,600,000 Blue Owl Operating Group Units for 19,600,000 shares of Class A Common Stock of the Issuer ("Class A Shares") pursuant to the terms of the Second Amended & Restated Exchange Agreement, dated as of February 21, 2024 (the "Exchange Agreement"). Upon Exchange, 19,600,000 Class C Shares were surrendered and automatically cancelled.
F3	The reported securities were sold by Dyal IV to a registered broker in an unregistered block trade at a per share price of $17.97.
F4	Each Blue Owl Operating Group Unit (each of which consists of one common unit of Blue Owl Capital Carry LP, a Delaware limited partnership ("Blue Owl Carry"), and one common 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")), upon the cancellation of an equal number of shares of Class D Common Stock of the Issuer (the "Class D Shares") or Class C Shares of the Issuer, as applicable, may be exchanged from time to time for an equal number of newly issued shares of Class B Common Stock of the Issuer (the "Class B Shares") or Class A Shares, as applicable, subject to any applicable transfer restrictions and the terms of the Exchange Agreement,
F5	(Continued from footnote 4) 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 the Class A Shares immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire.
F6	Represents Class C Shares and Blue Owl Group Operating Units issued or to be issued to Blue Owl Management Vehicle LP, a Delaware limited partnership ("Blue Owl Management Vehicle"), in respect of Class P Units (each of which consists of one Class P Unit of Blue Owl Holdings and one Class P Unit of Blue Owl Carry) issued to Blue Owl Management Vehicle on behalf of the reporting person pursuant to the Blue Owl Capital Inc. 2021 Omnibus Equity Incentive Plan, as amended from time to time. The reporting person holds Incentive Units of Blue Owl Management Vehicle, which correspond to the Class P Units and the resulting Common Units and Class C Shares on a 1-for-1 basis.