Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
---|---|---|---|---|---|---|---|---|---|---|---|
transaction | OWL | Class D Shares | Conversion of derivative security | +420K | +3.54% | 12.3M | Nov 3, 2021 | See Footnotes | F1, F2, F3 |
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 | -420K | -100% | 0 | Nov 3, 2021 | Class B Shares | 420K | See Footnotes | F1, F2, F3 | |||
transaction | OWL | Blue Owl Operating Group Units | Conversion of derivative security | +420K | +3.54% | 12.3M | Nov 3, 2021 | Class B Shares | 420K | See Footnotes | F1, F2, F3, F4 |
Id | Content |
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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 12,306,437 Class D Shares and an equal number of Blue Owl Operating Group Units held directly by Dyal Capital SLP LP ("Dyal SLP") on behalf of Mr. Laurino, his spouse or one or more entities controlled by him. Mr. Laurino expressly disclaims beneficial ownership of the securities held by Dyal SLP 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. |