SEC Form 3: Owl Rock Capital Feeder LLC claimed ownership of 107,540,000 units of Class C common Stock and claimed ownership of 161,847,700 units of Class D common Stock
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| 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) 05/19/2021 |
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 C common Stock | 107,540,000 | D(1) | |
| Class D common Stock | 161,847,700 | D(2)(3) | |
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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 | (4) | (4) | Class B common Stock | 161,847,700 | (4) | I | See Footnotes(1)(2)(3)(4) |
| Blue Owl Operating Group Unit | (5) | (5) | Class A common Stock | 107,540,000 | (5) | I | See Footnotes(1)(2)(3)(5) |
| Series E-1 Seller Earnout Unit | (6) | (6) | Class B common stock(4)(6) | 6,772,500 | (6) | I | See Footnotes(2)(3)(6) |
| Series E-2 Seller Earnout Unit | (7) | (7) | Class B common stock(4)(7) | 6,772,500 | (7) | I | See Footnotes(2)(3)(7) |
| Series E-1 Seller Earnout Unit | (8) | (8) | Class A common stock(5)(8) | 4,500,000 | (8) | I | See Footnotes(1)(8) |
| Series E-2 Seller Earnout Unit | (9) | (9) | Class A common stock(5)(9) | 4,500,000 | (9) | I | See Footnotes(1)(9) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Consists of 107,540,000 shares of Class C common stock, 107,540,000 Blue Owl Operating Group Units and 9,000,000 Seller Earnout Units (as described in footnotes (8) and (9)) held directly by Owl Rock Capital Feeder LLC ("Owl Rock Feeder") on behalf of Dyal Capital Partners IV Holdings (A) LP. Owl Rock Capital Partners LP ("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, which is governed by an executive committee comprised of Messrs. Ostrover, Lipschultz and 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. |
| 2. Consists of an aggregate of 161,847,700 shares of Class D common stock, 161,847,700 Blue Owl Operating Group Units (as described in footnote (4)) and 13,545,000 Seller Earnout Units (as described in footnotes (6) and (7)) held directly by Owl Rock Feeder on behalf of Douglas I. Ostrover, Marc S. Lipschultz, Alan J. Kirshenbaum and Craig W. Packer, their respective spouses and vehicles controlled by them (collectively, the "Owl Rock Principals"). 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, which is governed by an executive committee comprised of Messrs. Ostrover, Lipschultz and Packer with decisions over certain matters requiring the vote of Mr. Ostrover. Each of the foregoing and their affiliates expressly disclaims beneficial ownership of the securities held by Owl Rock Feeder except to the extent of their respective pecuniary interests therein. |
| 3. (Continued from Footnote 3) The shares of Class D common stock and Blue Owl Operating Group Units reflected in Tables I and II do not include the shares and units that may become issuable in respect of the Series E-1 and E-2 Seller Earnout Units as described in footnotes (6) through (9). |
| 4. Each Blue Owl Operating Group Unit (which consists of one common unit of Blue Owl Capital Carry LP and one common unit of Blue Owl Capital Holdings LP), upon the cancellation of an equal number of shares of Class D common stock, may be exchanged for an equal number of newly issued shares of Class B common stock from time to time, subject to any applicable transfer restrictions and the terms of the Exchange Agreement, dated as of May 19, 2021 (the "Exchange Agreement") 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. |
| 5. Each Blue Owl Operating Group Unit (which consists of one Blue Owl Carry Unit and one Blue Owl Holdings Unit), upon the cancellation of an equal number of shares of Class C common stock, may be exchanged for an equal number of newly issued shares of Class A common stock from time to time, subject to any applicable transfer restrictions and the terms of the Exchange Agreement or (at the election 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. |
| 6. Owl Rock Feeder has the right to acquire 6,772,500 Blue Owl Operating Group Units and an equal number of shares of Class D common stock on behalf of the Owl Rock Principals, if (i) the volume-weighted average share price on Blue Owl's Class A common stock is $12.50 or above for 20 consecutive days within 5 years after May 19, 2021 (the "Closing Date") or (ii) there is a merger, consolidation, tender offer, exchange offer, business combination or sale at or above the relevant vesting metric. |
| 7. Owl Rock Feeder has the right to acquire 6,772,500 Blue Owl Operating Group Units and an equal number of shares of Class D common stock on behalf of the Owl Rock Principals, if (i) the volume-weighted average share price on Blue Owl's Class A common stock is $15.00 or above for 20 consecutive days within 5 years after the Closing Date or (ii) there is a merger, consolidation, tender offer, exchange offer, business combination or sale at or above the relevant vesting metric. |
| 8. Owl Rock Feeder has the right to acquire 4,500,000 Blue Owl Operating Group Units and an equal number of shares of Class C common stock on behalf of Dyal Capital Partners IV Holdings (A) LP if (i) the volume-weighted average share price on Blue Owl's Class A common stock is $12.50 or above for 20 consecutive days within 5 years after May 19, 2021 (the "Closing Date") or (ii) there is a merger, consolidation, tender offer, exchange offer, business combination or sale at or above the relevant vesting metric. |
| 9. Owl Rock Feeder has the right to acquire 4,500,000 Blue Owl Operating Group Units and an equal number of shares of Class C common stock on behalf of Dyal Capital Partners IV Holdings (A) LP if (i) the volume-weighted average share price on Blue Owl's Class A common stock is $15.00 or above for 20 consecutive days within 5 years after the Closing Date or (ii) there is a merger, consolidation, tender offer, exchange offer, business combination or sale at or above the relevant vesting metric. |
| Remarks: |
| Douglas Ostrover is a director of Blue Owl Capital Inc. 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 1934 Act as if it were a director of Blue Owl Capital Inc. |
| OWL ROCK CAPITAL FEEDER LLC, By: Alan J. Kirshenbaum Its: Authorized Signatory | 05/27/2021 | |
| OWL ROCK CAPITAL PARNTERS LP, By Alan J. Kirshenbaum Its: Authorized Signatory | 05/27/2021 | |
| ** 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. | ||