Marc Zahr - Dec 29, 2021 Form 3 Insider Report for BLUE OWL CAPITAL INC. (OWL)

Role
Pres. of Oak Street Div., Director
Signature
Marc Zahr, By: /s/ Neena A. Reddy, as Attorney-in-Fact
Stock symbol
OWL
Transactions as of
Dec 29, 2021
Transactions value $
$0
Form type
3
Date filed
1/10/2022, 03:06 PM
Next filing
May 16, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding OWL Class C Shares 22.8M Dec 29, 2021 See Footnote F1

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
holding OWL Blue Owl Operating Group Units Dec 29, 2021 Class A Shares 22.8M See Footnote F1, F2
holding OWL First Earnout Units Dec 29, 2021 Class A Shares 11.4M See Footnote F1, F3
holding OWL Second Earnout Units Dec 29, 2021 Class A Shares 11.4M See Footnote F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Consists of an aggregate of 22,753,886 shares of Blue Owl Capital Inc.'s Class C common stock ("Class C Shares"), 22,753,886 Blue Owl Operating Group Units (as described in footnote (2)) and 22,753,886 Earnout Units (as described in footnotes (3) and (4)) held directly by Augustus, LLC, an Illinois limited liability company ("Augustus") on behalf of Marc Zahr, his spouse and one or more vehicles controlled by him.
F2 Upon the cancellation of an equal number of Class C Shares, 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 (collectively, the "Blue Owl Partnerships")) may be exchanged from time to time at the request of the Reporting Person for an equal number of newly issued shares of Blue Owl Capital Inc.'s Class A common stock ("Class A Shares") (or at the election of an exchange committee of the general partner of the Blue Owl Operating Partnerships a cash payment equal to the five-day volume weighted average price of Class A Shares immediately prior to the applicable exchange date). Blue Owl Operating Group Units do not expire.
F3 Upon the occurrence of a Triggering Event with respect to the First Earnout Units set forth in the Agreement and Plan of Merger, dated as of October 17, 2021 (as amended, the "Merger Agreement"), by and among Blue Owl Capital Inc., Blue Owl Capital GP LLC, the Blue Owl Partnerships, Flyer Merger Sub I, LLC, Flyer Merger Sub II, LP, OSREC GP Holdings, LP, Oak Street Real Estate Capital, LLC, SASC Feeder, LP, and Augustus, LLC, 11,376,943 Blue Owl Operating Group Units and an equal number of Class C Shares will be earned and held by Augustus on behalf of Mr. Zahr, his spouse and one or more vehicles controlled by him.
F4 Upon the occurrence of a Triggering Event with respect to the Second Earnout Units set forth in the Merger Agreement, 11,376,943 Blue Owl Operating Group Units and an equal number of Class C Shares will be earned and held by Augustus, LLC on behalf of Mr. Zahr, his spouse and one or more vehicles controlled by him.

Remarks:

Marc Zahr is a director of Blue Owl Capital Inc. and directly controls Augustus, LLC as its Member. On the basis of the relationship between Augustus, LLC and Mr. Zahr, Augustus, LLC may be subject to Section 16 of the 1934 Act as if it were a director of Blue Owl Capital, Inc.