Michael Douglass Rees - 14 May 2025 Form 4 Insider Report for BLUE OWL CAPITAL INC. (OWL)

Reporting relationship: Co-President, Director
Issuer ticker: OWL
Reported as of: 14 May 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 16 May 2025, 21:00:07 UTC
Prior SEC filing: 09 May 2025
Next SEC filing: 08 Aug 2025
Source filing: View source filing
Reporting owner signature: /s/ Neena A. Reddy, as Attorney-in-Fact

Key filing fact

Michael Douglass Rees filed Form 4 for BLUE OWL CAPITAL INC. (OWL) on 16 May 2025.

Key facts

This page summarizes Michael Douglass Rees's Form 4 filing for BLUE OWL CAPITAL INC. (OWL).
4 reported transactions and 3 derivative rows are listed below.
Accepted by SEC: 16 May 2025, 21:00.

Change

Previous filing in this sequence was filed on 09 May 2025.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001861792 Primary reporting owner

Rees Michael Douglass

Relationship: Co-President, Director
Address: 399 PARK AVENUE, 37TH FLOOR, NEW YORK
Signature: /s/ Neena A. Reddy, as Attorney-in-Fact
Signature date: 16 May 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

OWL transaction

Class C Shares

Conversion of derivative security

Transaction value
Shares: -20,000,000
Change %: -30%
Price
Shares after: 46,773,794
Date: 14 May 2025
Ownership: See Footnote
Footnotes: F1, F2

OWL transaction

Class A Shares

Conversion of derivative security

Transaction value
Shares: +20,000,000
Change %
Price
Shares after: 20,000,000
Date: 14 May 2025
Ownership: See Footnote
Footnotes: F1, F2

OWL transaction

Class A Shares

Sale

Transaction value
Shares: -20,000,000
Change %: -100%
Price
Shares after: 0
Date: 14 May 2025
Ownership: See Footnote
Footnotes: F1, F3

OWL holding

Class C Shares

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 4,243,271
Date: 14 May 2025
Ownership: See Footnote
Footnotes: F5

OWL holding

Class C Shares

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 100,080
Date: 14 May 2025
Ownership: See Footnote
Footnotes: F6

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

OWL transaction Derivative

Blue Owl Operating Group Units

Conversion of derivative security

Transaction value
Shares: -20,000,000
Change %: -30%
Price
Shares after: 46,773,794
Date: 14 May 2025
Ownership: See Footnote
Underlying class: Class A Shares
Underlying amount: 20,000,000
Exercise price
Footnotes: F1, F2, F4

OWL holding Derivative

Blue Owl Operating Group Units

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 4,243,271
Date: 14 May 2025
Ownership: See Footnote
Underlying class: Class A Shares
Underlying amount: 4,243,271
Exercise price
Footnotes: F5

OWL holding Derivative

Blue Owl Operating Group Units

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after: 100,080
Date: 14 May 2025
Ownership: See Footnote
Underlying class: Class A Shares
Underlying amount: 100,080
Exercise price
Footnotes: F4, F6

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote F1

On May 14, 2025, 20,000,000 shares of Class C Common Stock of the Issuer ("Class C Shares") and an equal number of Blue Owl Operating Group Units (as defined below) were distributed by Owl Rock Capital Feeder LLC, a Delaware limited liability company ("Owl Rock Feeder"), to Dyal Capital Partners IV Holdings (A) LP, a Delaware limited partnership ("Dyal IV"), for no consideration. The reporting person has an indirect economic interest in Dyal IV and may be deemed to beneficially own the reported securities. The reporting person expressly disclaims beneficial ownership of the securities held by Dyal IV except to the extent of his indirect pecuniary interest therein.

Footnote F2

On May 14, 2025, Dyal IV exchanged (the "Exchange") 20,000,000 Blue Owl Operating Group Units for 20,000,000 shares of Class A Common Stock of the Issuer ("Class A Shares") pursuant to the terms of the Third Amended & Restated Exchange Agreement, dated as of April 1, 2025 (the "Exchange Agreement"). Upon the Exchange, 20,000,000 Class C Shares were surrendered and automatically cancelled.

Footnote F3

The reported securities were sold by Dyal IV to a registered broker in an unregistered block trade at a per share price of $19.78.

Footnote F4

Each Blue Owl Operating Group Unit, which consists of one common unit of Blue Owl Capital Holdings LP ("Blue Owl Holdings"), upon the cancellation of an equal number of shares of Class D Common Stock of the Issuer or Class C Shares of the Issuer, as applicable, may be exchanged from time to time for an equal number of newly issued shares of Class B Common Stock of the Issuer or Class A Shares, as applicable, subject to any applicable transfer restrictions and the terms of the Exchange Agreement, or (at the election of an exchange committee of the general partner of Blue Owl Holdings) a cash payment equal to the five-day volume weighted average price of the Class A Shares immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire.

Footnote F5

Represents Class C Shares and Blue Owl Group Operating Units issued or to be issued to Blue Owl Management Vehicle LP, a Delaware limited partnership ("Blue Owl Management Vehicle"), in respect of Class P Units of Blue Owl Holdings issued to Blue Owl Management Vehicle on behalf of the reporting person pursuant to the Second Amended and Restated Blue Owl Capital Inc. 2021 Omnibus Equity Incentive Plan, as amended from time to time. The reporting person holds Incentive Units of Blue Owl Management Vehicle, which correspond to the Class P Units and the resulting Common Units and Class C Shares on a 1-for-1 basis.

Footnote F6

The reported securities represent securities received by Blue Owl GP Stakes II (A) LP, a Cayman Islands exempted limited partnership ("GPSC II"), in a pro rata distribution for no consideration exempt under Rule 16a-9 under the Securities Exchange Act of 1934, as amended. As a member of the investment committee that controls GPSC II, which makes investment decisions by unanimous consent, the Reporting Person has a reportable interest in the securities held indirectly by GPSC II but expressly disclaims beneficial ownership except to the extent of his pecuniary interest therein.