Dyal Capital SLP LP - May 31, 2024 Form 4 Insider Report for BLUE OWL CAPITAL INC. (OWL)

Role: Other*
Signature: /s/ Neena A. Reddy, as Attorney-in-Fact
Stock symbol: OWL
Transactions as of: May 31, 2024
Transactions value $: $0
Form type: 4
Date filed: 6/4/2024, 04:15 PM
Previous filing: Nov 5, 2021
Next filing: Sep 4, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OWL	Class D Shares	Other		-333K	-0.23%		142M	May 31, 2024	See Footnote	F1, F2, F3

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		-333K	-0.23%		142M	May 31, 2024	Class B Shares	333K		See Footnote	F1, F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	The reported transaction is a disposition by Dyal Capital SLP LP ("Dyal SLP") to certain Dyal Partners (as defined below) for no consideration of Blue Owl Capital Inc.'s (the "Issuer") Class D common stock ("Class D Shares") and an equal number of Blue Owl Operating Group Units (each of which consists of one common unit of Blue Owl Capital Carry LP and one common unit of Blue Owl Capital Holdings LP).
F2	The reported amount has been adjusted to reflect two prior distributions of 672,504 and 1,073,004 Class D Shares and Blue Owl Operating Group Units to members of Dyal SLP for no consideration.
F3	Consists of Class D Shares and an equal number of Blue Owl Operating Group Units held directly by Dyal SLP on behalf of limited partners of Dyal SLP, including Michael Rees, his spouse, or one or more entities controlled by Michael Rees, Sean Ward, his spouse or one or more entities controlled by Sean Ward, Andrew Laurino, his spouse or one or more entities controlled by Andrew Laurino, Andrew Polland, his spouse or one or more entities controlled by Andrew Polland and certain other limited partners that are officers or directors of the Issuer (collectively, the "Dyal Partners"). Each of the foregoing and their affiliates expressly disclaims beneficial ownership of the securities held by Dyal SLP except to the extent of their respective pecuniary interests therein.
F4	Each Blue Owl Operating Group Unit, upon the cancellation of an equal number of Class D Shares, may be exchanged from time to time for an equal number of the newly issued Issuer's shares of Class B common stock, subject to any applicable transfer restrictions and the terms of the Second Amended and Restate Exchange Agreement, dated as of February 21, 2024, 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 the Issuer's shares of Class A common stock immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire.