New insider Brouse Jennifer claimed ownership of 148,770 units of Class D Shares, claimed ownership of 231,550 units of Class C Shares and claimed ownership of 36,693 units of Class A Shares (SEC Form 3)
$OWL
Investment Managers
Finance
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/26/2025 |
3. Issuer Name and Ticker or Trading Symbol
BLUE OWL CAPITAL INC. [ OWL ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class D Shares | 148,770 | I | See Footnote(1) |
| Class C Shares(3)(4)(5) | 231,550 | I | See Footnote(3)(4)(5) |
| Class A Shares | 36,693(6) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Blue Owl Operating Group Unit | (2) | (2) | Class B Shares | 148,770 | (2) | I | See Footnotes(1)(2) |
| Blue Owl Operating Group Unit(3)(4)(5) | (3)(4)(5) | (3)(4)(5) | Class A Shares | 231,550 | $0 | I | See Footnotes(3)(4)(5) |
| Explanation of Responses: |
| 1. Consists of an aggregate of 148,770 shares of Class D common stock ("Class D Shares") and an equal number of Common Units ("Blue Owl Operating Group Units") of Blue Owl Capital Holdings LP, a Delaware limited partnership ("Blue Owl Holdings") associated with such Class D Shares, held directly by Dyal Capital SLP LP ("Dyal SLP") on behalf of Ms. Brouse. Ms. Brouse expressly disclaims beneficial ownership of the securities held by Dyal SLP except to the extent of her pecuniary interest therein. |
| 2. 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 Third Amended and Restated Exchange Agreement, dated as of April 1, 2025, 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 shares of Class A common stock ("Class A Shares") immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire. |
| 3. Represents shares of Class C common stock of the Issuer ("Class C Shares") and Blue Owl Operating Group 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. |
| 4. The reported Incentive Units of Blue Owl Management Vehicle include (i) 70,392 Incentive Units which were fully vested on the grant date of December 13, 2024, but are subject to a lock-up period of one year from the grant date, (ii) 11,158 Incentive Units which were fully vested on the grant date of December 15, 2022, and are no longer subject to any lock-up period and (iii) 150,000 Incentive Units granted on October 22, 2021, that have vested or will vest in three equal installments on August 15th of 2024, 2025 and 2026, with each installment subject to a lock-up period of one year from the vesting date, respectively. After attainment of required capital account thresholds, Incentive Units settle by delivery of an equal number of Blue Owl Operating Group Units and Class C Shares. |
| 5. (Continued from Footnote 4) After expiration of the lock-up and cancellation of an equal number of Class C Shares, Blue Owl Operating Group Units may be exchanged from time to time at the request of the reporting person for an equal number of newly issued shares of the Issuer's 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 shares of Class A Shares immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire. |
| 6. The amount shown includes (i) 20,897 Restricted Share Units ("RSUs") granted to the Reporting Person on December 13, 2024 which will vest in three equal annual installments on February 15th of 2026, 2027 and 2028, respectively, (ii) 8,114 RSUs granted to the Reporting Person on December 15, 2023 which will vest in annual installments on February 15th of 2026 and 2027, respectively and (iii) 2,678 RSUs granted to the Reporting Person on December 15, 2022 which will vest on February 15, 2026. Each RSU represents the contingent right to receive one of the Issuer's Class A Shares upon vesting. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Neena A. Reddy, as Attorney-in-Fact | 04/04/2025 | |
| ** 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 5 (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. | ||