Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Owl Rock Capital Feeder LLC

(Last)

(First)

(Middle)

399 PARK AVENUE, 37TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BLUE OWL CAPITAL INC. [ OWL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
05/06/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class C Shares	05/06/2024		J⁽¹⁾		19,600,000	D	⁽¹⁾	96,940,000	I	See Footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Blue Owl Operating Group Units	⁽³⁾⁽⁴⁾	05/06/2024		J⁽¹⁾			19,600,000	⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Class A Shares	19,600,000	⁽¹⁾	96,940,000	I	See Footnote⁽²⁾

1. Name and Address of Reporting Person^*

Owl Rock Capital Feeder LLC

(Last)

(First)

(Middle)

399 PARK AVENUE, 37TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		See Remarks

1. Name and Address of Reporting Person^*

Owl Rock Capital Partners LP

(Last)

(First)

(Middle)

399 PARK AVENUE, 37TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On May 6, 2024, 19,600,000 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.

2. Consists of 96,940,000 Class C Shares and an equal number of Blue Owl Operating Group Units held directly by Owl Rock Feeder on behalf of Dyal IV. Owl Rock Capital Partners LP, a Delaware limited partnership ("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, a Delaware limited liability company, which is governed by an executive committee comprised of Messrs. Douglas Ostrover, Marc Lipschultz and Craig 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.

3. Each Blue Owl Operating Group Unit (each of which consists of one common unit of Blue Owl Capital Carry LP, a Delaware limited partnership ("Blue Owl Carry"), and one common unit of Blue Owl Capital Holdings LP, a Delaware limited partnership ("Blue Owl Holdings," and together with Blue Owl Carry, the "Blue Owl Operating Partnerships")), upon the cancellation of an equal number of shares of Class D Common Stock of the Issuer (the "Class D Shares") or Class C Shares, 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 (the "Class B Shares") or Class A Common Stock of the Issuer ("Class A Shares"), as applicable, subject to any applicable transfer restrictions and the terms of the Second Amended & Restated Exchange Agreement, dated as of February 21, 2024,

4. (Continued from footnote 3) 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 the Class A Shares immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire.

Remarks:

Douglas Ostrover is a director of the Issuer 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 Securities Exchange Act of 1934, as amended, as if it were a director of the Issuer.

	Owl Rock Capital Feeder LLC, By: Alan J. Kirshenbaum, Its: Authorized Signatory	05/08/2024
	Owl Rock Capital Partners LP, By: Alan J. Kirshenbaum, Its: Authorized Signatory	05/08/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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