| 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) 03/14/2025 | ||||||||||||||||||||||||||
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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 | ||||||
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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 | ||||||||
| Derivatives Contract | (1) | 03/14/2025 | S/K(2) | 1(2) | (1) | (1) | Class A common Stock | 8,250,000 | (1) | 1(2) | D | ||||
| Derivatives Contract | (2) | (1) | (1) | Class A common Stock | 8,250,000 | 1(2) | I | See footnote(3) | |||||||
| Explanation of Responses: |
| 1. On March 14, 2025, the Reporting Person entered into a derivative agreement (the "Agreement") for estate planning purposes with James J. Hennessey, as trustee (the "Trustee") of the Zahr Family Gift Trust (the "Trust") pursuant to which the Reporting Person sold Trustee a derivative for an aggregate amount equal to $102,497,000. The Settlement Date is March 14, 2034 or, if earlier, the date of the Reporting Person's death. Within 120 days after the Settlement Date, an amount equal to the fair market value of the Blue Owl Interests (as defined below) as of the Settlement Date less $1,000,000 (the "Hurdle Amount") shall be determined. If such amount is greater than zero, the Reporting Person shall pay such amount to the Trustee within thirty days. |
| 2. The Agreement provides the Trust with a right to receive a future payment that represents the increase in value over the Hurdle Amount of the following ("Blue Owl Interests"), defined as: (i) 8,250,000 shares of Class C common stock (CC1 sub-class) of Blue Owl Capital Inc. (the "Company"), (ii) 8,250,000 common units (OSC sub-class) of Blue Owl Capital Holdings LP and (iii) 8,250,000 common units (CSC sub-class) of Blue Owl Capital Carry LP now held by OSREC Feeder, LP for the benefit of Augustus, LLC, or, if any of the Blue Owl Interests are exchanged for shares of Class A common stock of the Company, an equivalent number of such shares. |
| 3. The Reporting Person disclaims beneficial ownership of the securities and the Agreement held by the Trust, except to the extent of his pecuniary interest therein. |
| /s/ Neena A. Reddy, as Attorney-in-Fact | 03/18/2025 | |
| ** 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. | ||