Co-Chief Executive Officer Lipschultz Marc S gifted 400,000 units of Class D Shares (SEC Form 4)
$OWL
Investment Managers
Finance
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BLUE OWL CAPITAL INC. [ OWL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/13/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class D Shares | 09/13/2024 | G(1) | 400,000 | D | (1) | 57,695,038 | I | See Footnotes(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Blue Owl Operating Group Units | (3) | 09/13/2024 | G(1) | 400,000 | (3) | (3) | Class B Shares | 400,000 | (1) | 57,695,038 | I | See Footnotes(2) | |||
| Explanation of Responses: |
| 1. The reported transaction represents a gift/charitable donation of securities indirectly owned through Owl Rock Capital Feeder LLC ("Owl Rock Feeder") that were distributed to the reporting person and donated to National Philanthropic Trust, a Pennsylvania non-profit corporation, to be held in a donor-advised fund. |
| 2. Consists of an aggregate of 57,695,038 shares of 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) associated with such Class D Shares, held directly by Owl Rock Feeder, 37.98% of which is held on behalf of Mr. Lipschultz; 42.00% of which are held on behalf of Lipschultz Family OR Trust over which Mr. Lipschultz has sole investment and voting power; and 20.02% of which are held on behalf of Mr. Lipschultz's spouse, Jennifer Lipschultz. Mr. Lipschultz expressly disclaims beneficial ownership of the securities held by Owl Rock Feeder except to the extent of his pecuniary interest therein. |
| 3. 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 Second Amended and Restated Exchange Agreement, dated as of February 21, 2024, 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: |
| The reported amounts do not include Blue Owl Operating Group Units associated with the Issuer's Class C common stock beneficially owned by the reporting person, as they represent a different class of security from the Blue Owl Operating Group Units associated with the Issuer's Class D Shares reported in this statement. |
| /s/ Neena A. Reddy, as Attorney-in-Fact | 09/13/2024 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||