NBSH Acquisition, LLC - May 19, 2021 Form 3 Insider Report for BLUE OWL CAPITAL INC. (OWL)

Role: Director
Signature: By: /s/ Heather P. Zuckerman, Administrative Member of NBSH Acquisition, LLC
Stock symbol: OWL
Transactions as of: May 19, 2021
Transactions value $: $0
Form type: 3
Date filed: 5/28/2021, 12:31 PM
Next filing: Jul 12, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	OWL	Class C Common Stock						443M	May 19, 2021	NBSH Blue Investments, LLC	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Date	Underlying Class	Amount	Ownership	Footnotes
holding	OWL	Blue Owl Operating Group Units	May 19, 2021	Class A Common Stock	443M	NBSH Blue Investments, LLC	F2, F3
holding	OWL	Series E-1 Seller Earnout Units	May 19, 2021	Class A Common Stock	22M	NBSH Blue Investments, LLC	F2, F4
holding	OWL	Series E-2 Seller Earnout Units	May 19, 2021	Class A Common Stock	22M	NBSH Blue Investments, LLC	F2, F5

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

Explanation of Responses:

Id	Content
F1	Shares of Class C common stock of Blue Owl Capital Inc. (the "Issuer") have no economic rights (other than the right to receive the par value of such shares in connection with the liquidation, dissolution or winding up of the Issuer), and each share of Class C common stock entitles its holder to one vote per share. Subject to certain lock-up periods, each share of Class C common stock, together with one unit of Blue Owl Capital Carry LP and one unit of Blue Owl Capital Holdings LP (collectively, "Blue Owl Operating Group Unit"), is exchangeable for an equivalent amount of cash or, at the option of the Issuer, one share of the Issuer's Class A common stock.
F2	Represents securities received in connection with the Issuer's business combination pursuant to the Business Combination Agreement, dated as of December 23, 2020, as amended, by and among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC.
F3	Each Blue Owl Operating Group Unit comprises one unit of limited partnership interest in Blue Owl Capital Carry LP and one unit of limited partnership interest in Blue Owl Capital Holdings LP. Subject to certain lock-up periods, each Blue Owl Operating Group Unit, together with one share of Class C common stock of the Issuer, is exchangeable for an equivalent amount of cash or, at the option of the Issuer, one share of the Issuer's Class A common stock. Blue Owl Operating Group Units have no expiration date.
F4	Each Series E-1 Seller Earnout Unit represents the right to acquire one Blue Owl Operating Group Unit and one share of Class C common stock if (i) the volume-weighted average share price on Blue Owl's Class A common stock is $12.50 or above for 20 consecutive trading days within 5 years after May 19, 2021 (the "Closing Date") or (ii) there is a merger, consolidation, tender offer, exchange offer, business combination or sale at or above the relevant vesting metric.
F5	Each Series E-2 Seller Earnout Unit represents the right to acquire one Blue Owl Operating Group Unit and one share of Class C common stock if (i) the volume-weighted average share price on Blue Owl's Class A common stock is $15.00 or above for 20 consecutive trading days within 5 years after the Closing Date or (ii) there is a merger, consolidation, tender offer, exchange offer, business combination or sale at or above the relevant vesting metric.

Remarks:

On May 19, 2021, Andrew S. Komaroff, Chief Operating Officer of Neuberger Berman Group LLC, was appointed to the board of directors of the Issuer. Neuberger Berman Group LLC is a wholly-owned subsidiary of the Reporting Person. On the basis of the relationships among Mr. Komaroff, Neuberger Berman Group LLC and the Reporting Person, the Reporting Person may be deemed a director by deputization in respect of the Issuer. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, that the Reporting Person is the beneficial owner of any equity securities in excess of its pecuniary interest, and the Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein, if any.