Marc S. Lipschultz - Nov 3, 2021 Form 4 Insider Report for BLUE OWL CAPITAL INC. (OWL)

Role: Co-President, Director
Signature: /s/ Neena A. Reddy, as Attorney-in-Fact
Stock symbol: OWL
Transactions as of: Nov 3, 2021
Transactions value $: $0
Form type: 4
Date filed: 11/5/2021, 04:20 PM
Previous filing: Jul 23, 2021
Next filing: Feb 11, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OWL	Class D Shares	Conversion of derivative security		+2.29M	+4.02%		59.2M	Nov 3, 2021	See Footnotes	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	Series E-2 Seller Earnout Units	Conversion of derivative security		-2.29M	-100%		0	Nov 3, 2021	Class B Shares	2.29M		See Footnotes	F1, F2, F3
transaction	OWL	Blue Owl Operating Group Units	Conversion of derivative security		+2.29M	+4.02%		59.2M	Nov 3, 2021	Class B Shares	2.29M		See Footnotes	F1, F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	Pursuant to the terms of that certain Business Combination Agreement, dated as of December 23, 2020 (as the same has been amended, modified, supplemented or waived from time to time, the "Business Combination Agreement" or "BCA"), 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, the reporting person became entitled to indirectly receive shares 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 (which consists of one common unit of Blue Owl Capital Carry LP and one common unit of Blue Owl Capital Holdings LP) issuable in respect of his Series E-2 Seller Earnout Units following the occurrence of a Triggering Event (as defined in the BCA).
F2	The "Triggering Event" occurred on November 3, 2021, when the volume weighted average share price exceeded $15.00 per share for 20 consecutive trading days.
F3	Consists of an aggregate of 59,195,038 shares of Class D Shares and an equal number of Blue Owl Operating Group Units held directly by Owl Rock Capital Feeder LLC ("Owl Rock Feeder"), 39.55% of which are held on behalf of Mr. Lipschultz; 19.51% of which are held on behalf of Lipschultz Family OR Trust over which Mr. Lipschultz has sole investment and voting power; and 40.94% of which are held on behalf of Mr. Lipschultz's spouse, Jennifer Lipschultz. Mr. Lipschultz expressly disclaims beneficial ownership of the securities held by Owl Rock Feeder except to the extent of his pecuniary interest 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 newly issued shares of Class B common stock ("Class B Shares"), subject to any applicable transfer restrictions and the terms of the Exchange Agreement, dated as of May 19, 2021, 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 shares of Class A common stock immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire.