NBSH Acquisition, LLC - 15 Jun 2021 Form 4 Insider Report for BLUE OWL CAPITAL INC. (OWL)

Role
Director
Signature
By: /s/ Heather P. Zuckerman, Administrative Member of NBSH Acquisition, LLC
Issuer symbol
OWL
Transactions as of
15 Jun 2021
Net transactions value
$0
Form type
4
Filing time
12 Jul 2021, 17:41:40 UTC
Previous filing
28 May 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OWL Class C Common Stock Other $0 -443,286,854 -100% $0.000000* 0 15 Jun 2021 NBSH Blue Investments, LLC F1, F2

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 $0 -443,286,854 -100% $0.000000* 0 15 Jun 2021 Class A Common Stock 443,286,854 NBSH Blue Investments, LLC F2, F3
transaction OWL Series E-1 Seller Earnout Units Other $0 -22,034,622 -100% $0.000000* 0 15 Jun 2021 Class A Common Stock 22,034,622 NBSH Blue Investments, LLC F2, F4
transaction OWL Series E-2 Seller Earnout Units Other $0 -22,034,622 -100% $0.000000* 0 15 Jun 2021 Class A Common Stock 22,034,622 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 one share of the Issuer's Class A common stock or, at the option of the Issuer, an equivalent amount of cash.
F2 The Reporting Person distributed to its members, on a pro rata basis, all of its ownership interest in NBSH Blue Investments, 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 one share of the Issuer's Class A common stock or, at the option of the Issuer, an equivalent amount of cash. 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 the basis of the relationship between Mr. Komaroff, a director of the Issuer, 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 (the "Exchange Act"), 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.