| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | OWL | Class C Shares | Other | -30.2M | -31.12% | 66.8M | Nov 6, 2024 | See Footnote | F1, F2 |
| 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 | -30.2M | -31.12% | 66.8M | Nov 6, 2024 | Class A Shares | 30.2M | See Footnote | F1, F2, F3, F4 |
| Id | Content |
|---|---|
| F1 | On November 6, 2024, 30,166,206 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. |
| F2 | Consists of 66,773,794 Class C Shares and an equal number of Blue Owl Operating Group Units held directly by Owl Rock Feeder on behalf of Dyal IV. Owl Rock Capital Partners LP, a Delaware limited partnership ("Owl Rock Capital Partners"), is the managing member of Owl Rock Feeder. Owl Rock Capital Partners is managed by its general partner, Owl Rock Capital Partners (GP) LLC, a Delaware limited liability company, which is governed by an executive committee comprised of Messrs. Douglas Ostrover, Marc Lipschultz and Craig Packer with decisions over certain matters requiring the vote of Mr. Ostrover. Each of the foregoing and their affiliates expressly disclaim beneficial ownership of the securities held by Owl Rock Feeder except to the extent of their respective pecuniary interests therein. |
| F3 | 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, 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 Common Stock of the Issuer ("Class A Shares"), as applicable, |
| F4 | (Continued from footnote 3) subject to any applicable transfer restrictions and the terms of the Second Amended & Restated 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 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. |
Douglas Ostrover is a director of the Issuer and indirectly controls Owl Rock Feeder and Owl Rock Capital Partners. On the basis of the relationship between Owl Rock Feeder, Owl Rock Capital Partners and Mr. Ostrover, each of Owl Rock Feeder and Owl Rock Capital Partners may be subject to Section 16 of the Securities Exchange Act of 1934, as amended, as if it were a director of the Issuer.