Dyal Capital SLP LP - 03 Nov 2021 Form 4 Insider Report for BLUE OWL CAPITAL INC. (OWL)

Role
Other*
Signature
/s/ Neena A. Reddy, as Attorney-in-Fact
Issuer symbol
OWL
Transactions as of
03 Nov 2021
Net transactions value
$0
Form type
4
Filing time
05 Nov 2021, 16:23:54 UTC
Previous filing
23 Jul 2021
Next filing
04 Jun 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OWL Class D Shares Conversion of derivative security +5,465,377 +4% 143,739,427 03 Nov 2021 Direct 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 Series E-2 Seller Earnout Units Conversion of derivative security -5,465,377 -100% 0 03 Nov 2021 Class B Shares 5,465,377 Direct F1, F2
transaction OWL Blue Owl Operating Group Units Conversion of derivative security +5,465,377 +4% 143,739,427 03 Nov 2021 Class B Shares 5,465,377 Direct F1, F2, F3
* 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 the reporting person's 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 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.

Remarks:

Michael Rees is a director of Blue Owl Capital Inc. and indirectly controls Dyal Capital SLP LP ("Dyal SLP"). On the basis of the relationship between Dyal SLP and Mr. Rees, Dyal SLP may be subject to Section 16 of the 1934 Act as if it were a director of the Issuer.