Sean Jason Ward - Nov 6, 2024 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
Nov 6, 2024
Transactions value $
$0
Form type
4
Date filed
11/8/2024, 04:50 PM
Previous filing
May 8, 2024
Next filing
Dec 4, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OWL Class C Shares Other +30.2M 30.2M Nov 6, 2024 See Footnote F1
transaction OWL Class C Shares Conversion of derivative security -30.2M -100% 0 Nov 6, 2024 See Footnote F1, F2
transaction OWL Class A Shares Conversion of derivative security +30.2M 30.2M Nov 6, 2024 See Footnote F1, F2
transaction OWL Class A Shares Sale -30.2M -100% 0 Nov 6, 2024 See Footnote F1, F3
transaction OWL Class C Shares Other +66.8M 66.8M Nov 6, 2024 See Footnote F4
holding OWL Class C Shares 1.66M Nov 6, 2024 See Footnote F6
holding OWL Class C Shares 100K Nov 6, 2024 See Footnote F7

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 +30.2M 30.2M Nov 6, 2024 Class A Shares 30.2M See Footnote F1, F5
transaction OWL Blue Owl Operating Group Units Conversion of derivative security -30.2M -100% 0 Nov 6, 2024 Class A Shares 30.2M See Footnote F1, F2, F5
transaction OWL Blue Owl Operating Group Units Other +66.8M 66.8M Nov 6, 2024 Class A Shares 66.8M See Footnote F4, F5
holding OWL Blue Owl Operating Group Units 1.66M Nov 6, 2024 Class A Shares 1.66M See Footnote F6
holding OWL Blue Owl Operating Group Units 100K Nov 6, 2024 Class A Shares 100K See Footnote F5, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

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. 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 November 6, 2024, Dyal IV exchanged (the "Exchange") 30,166,206 Blue Owl Operating Group Units for 30,166,206 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 the Exchange, 30,166,206 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 $22.70.
F4 On November 6, 2024, Blue Owl Capital GP LLC, as general partner of the Blue Owl Operating Partnerships (defined below), acknowledged and agreed that Dyal IV has the right to request and receive future distributions of Class C Shares and Blue Owl Operating Group Units held by Owl Rock Feeder, on its behalf. As such, investment discretion with respect to the securities held by Owl Rock Feeder on behalf of Dyal IV can be exercised by the investment committee that controls Dyal IV. As a member of such investment committee, which makes investment decisions by unanimous consent, the Reporting Person has a reportable interest in the securities held indirectly by Dyal IV but expressly disclaims beneficial ownership except to the extent of his indirect pecuniary interest therein.
F5 Each Blue Owl Operating Group Unit (each of which consists of one common unit of Blue Owl Capital Carry LP ("Blue Owl Carry"), and one common unit of Blue Owl Capital Holdings LP ("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 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 or Class A Shares, as applicable, subject to any applicable transfer restrictions and the terms of the Exchange Agreement, 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 Amended and Restated 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.
F7 The reported securities represent securities received by Blue Owl GP Stakes II (A) LP, a Cayman Islands exempted limited partnership ("GPSC II"), in a pro rata distribution for no consideration exempt under Rule 16a-9 under the Securities Exchange Act of 1934, as amended. As a member of the investment committee that controls GPSC II, which makes investment decisions by unanimous consent, the Reporting Person has a reportable interest in the securities held indirectly by GPSC II but expressly disclaims beneficial ownership except to the extent of his pecuniary interest therein.