| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | OWL | Class C Shares | Conversion of derivative security | +4.5M | +4.02% | 117M | Nov 3, 2021 | See Footnotes | F1, F2, F3 | ||
| transaction | OWL | Class D Shares | Conversion of derivative security | +6.77M | +4.02% | 175M | Nov 3, 2021 | See Footnotes | F1, F2, F4 |
| 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 | -4.5M | -100% | 0 | Nov 3, 2021 | Class A Shares | 4.5M | See Footnotes | F1, F2, F3 | |||
| transaction | OWL | Series E-2 Seller Earnout Units | Conversion of derivative security | -6.77M | -100% | 0 | Nov 3, 2021 | Class B Shares | 6.77M | See Footnotes | F1, F2, F4 | |||
| transaction | OWL | Blue Owl Operating Group Units | Conversion of derivative security | +4.5M | +4.02% | 117M | Nov 3, 2021 | Class A Shares | 4.5M | See Footnotes | F1, F2, F3, F5 | |||
| transaction | OWL | Blue Owl Operating Group Units | Conversion of derivative security | +6.77M | +4.02% | 175M | Nov 3, 2021 | Class B Shares | 6.77M | See Footnotes | F1, F2, F4, F5 |
| 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 persons became entitled to receive shares of Blue Owl Capital Inc.'s (the "Issuer") Class C common stock ("Class C Shares") and 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 the reporting persons' 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 116,540,000 Class C Shares and an equal number of Blue Owl Operating Group Units held directly by Owl Rock Capital Feeder LLC ("Owl Rock Feeder") on behalf of Dyal Capital Partners IV Holdings (A) LP. Owl Rock Capital Partners LP ("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 (Owl Rock Capital Partners GP), which is governed by an executive committee comprised of Messrs. Ostrover, Lipschultz and 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. |
| F4 | Consists of an aggregate of 175,392,700 Class D Shares and an equal number of Blue Owl Operating Group Units held directly by Owl Rock Feeder on behalf of Messrs. Ostrover, Lipschultz, Kirshenbaum and Packer, their respective spouses and vehicles controlled by them (collectively, the "Owl Rock Principals"). 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, which is governed by an executive committee comprised of Messrs. Ostrover, Lipschultz and Packer with decisions over certain matters requiring the vote of Mr. Ostrover. Each of the foregoing and their affiliates expressly disclaims beneficial ownership of the securities held by Owl Rock Feeder except to the extent of their respective pecuniary interests therein. |
| F5 | Each Blue Owl Operating Group Unit, upon the cancellation of an equal number of Class C Shares or Class D Shares, may be exchanged from time to time for an equal number of newly issued shares of Class A common stock ("Class A Shares") or Class B common stock ("Class B Shares"), respectively, 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 the Issuer's Class A Shares immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire. |
Douglas Ostrover is a director of Blue Owl Capital Inc. 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 1934 Act as if it were a director of Blue Owl Capital Inc.