Co-President Rees Michael Douglass converted options into 20,000,000 units of Class A Shares and sold 20,000,000 units of Class A 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
BLUE OWL CAPITAL INC. [ OWL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 05/14/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class C Shares | 05/14/2025 | C(2) | 20,000,000 | D | (2) | 46,773,794 | I | See Footnote(1)(2) | ||
| Class A Shares | 05/14/2025 | C(2) | 20,000,000 | A | (2) | 20,000,000 | I | See Footnote(1)(2) | ||
| Class A Shares | 05/14/2025 | S | 20,000,000 | D | (3) | 0 | I | See Footnote(1) | ||
| Class C Shares | 4,243,271 | I | See Footnote(5) | |||||||
| Class C Shares | 100,080 | I | See Footnote(6) | |||||||
|
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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Blue Owl Operating Group Units | (4) | 05/14/2025 | C(2) | 20,000,000 | (4) | (4) | Class A Shares | 20,000,000 | (1) | 46,773,794 | I | See Footnote(1)(2) | |||
| Blue Owl Operating Group Units | (5) | (5) | (5) | Class A Shares | 4,243,271 | 4,243,271 | I | See Footnote(5) | |||||||
| Blue Owl Operating Group Units | (6) | (4) | (4) | Class A Shares | 100,080 | 100,080 | I | See Footnote(6) | |||||||
| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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. |
| 4. 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. |
| 5. 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. |
| 6. 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. |
| /s/ Neena A. Reddy, as Attorney-in-Fact | 05/16/2025 | |
| ** 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. | ||