SEC Form SC 13G filed by Altimar Acquisition Corporation

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

CUSIP No. 09581B 103

SCHEDULE 13(g)

Page 2 of 22 Pages

1.			NAMES OF REPORTING PERSONS     BB Holdings AC LP
2.			CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
3.			SEC USE ONLY
4.			CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH													5.		SOLE VOTING POWER     3,500,000
													6.		SHARED VOTING POWER     0
													7.		SOLE DISPOSITIVE POWER     3,500,000
													8.		SHARED DISPOSITIVE POWER     0
9.			AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     3,500,000
10.			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11.			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     1.1%  (1)
12.			TYPE OF REPORTING PERSON     PN
(1)	The percent of class was calculated based on 320,005,258 shares of Class A Common Stock outstanding as of May 19, 2021, as disclosed in the Issuer’s Current Report on Form  8-K, as filed with the Securities and Exchange Commission on May 21, 2021.

CUSIP No. 09581B 103

SCHEDULE 13G

Page 3 of 22 Pages

1.		NAMES OF REPORTING PERSONS     Glide Path Solutions 2020 LP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH												5.		SOLE VOTING POWER     4,500,000
												6.		SHARED VOTING POWER     0
												7.		SOLE DISPOSITIVE POWER     4,500,000
												8.		SHARED DISPOSITIVE POWER     0
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     4,500,000
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     1.4%  (1)
12.		TYPE OF REPORTING PERSON     PN

(1)	The percent of class was calculated based on 320,005,258 shares of Class A Common Stock outstanding as of May 19, 2021, as disclosed in the Issuer’s Current Report on Form  8-K, as filed with the Securities and Exchange Commission on May 21, 2021.

CUSIP No. 09581B 103

SCHEDULE 13G

Page 4 of 22 Pages

1.		NAMES OF REPORTING PERSONS     Glide Path Solutions 2021 LP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH												5.		SOLE VOTING POWER     2,000,000
												6.		SHARED VOTING POWER     0
												7.		SOLE DISPOSITIVE POWER     2,000,000
												8.		SHARED DISPOSITIVE POWER     0
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     2,000,000
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     0.6%  (1)
12.		TYPE OF REPORTING PERSON     PN

CUSIP No. 09581B 103

SCHEDULE 13G

Page 5 of 22 Pages

1.		NAMES OF REPORTING PERSONS     BB Holdings AA LP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH												5.		SOLE VOTING POWER     20,000,000
												6.		SHARED VOTING POWER     0
												7.		SOLE DISPOSITIVE POWER     20,000,000
												8.		SHARED DISPOSITIVE POWER     0
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     20,000,000
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     6.2% (1)
12.		TYPE OF REPORTING PERSON     PN

(1)	The percent of class was calculated based on 320,005,258 shares of Class A Common Stock outstanding as of May 19, 2021, as disclosed in the Issuer’s Current Report on Form  8-K, as filed with the Securities and Exchange Commission on May 21, 2021.

CUSIP No. 09581B 103

SCHEDULE 13G

Page 6 of 22 Pages

1.		NAMES OF REPORTING PERSONS     ICQ BB GP, LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH												5.		SOLE VOTING POWER     30,000,000
												6.		SHARED VOTING POWER     0
												7.		SOLE DISPOSITIVE POWER     30,000,000
												8.		SHARED DISPOSITIVE POWER     0
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     30,000,000
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     9.4% (1)
12.		TYPE OF REPORTING PERSON     OO

(1)	The percent of class was calculated based on 320,005,258 shares of Class A Common Stock outstanding as of May 19, 2021, as disclosed in the Issuer’s Current Report on Form  8-K, as filed with the Securities and Exchange Commission on May 21, 2021.

CUSIP No. 09581B 103

SCHEDULE 13G

Page 7 of 22 Pages

1.		NAMES OF REPORTING PERSONS     Co-Investment Portfolio 2021 LP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH												5.		SOLE VOTING POWER     10,000,000
												6.		SHARED VOTING POWER     0
												7.		SOLE DISPOSITIVE POWER     10,000,000
												8.		SHARED DISPOSITIVE POWER     0
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     10,000,000
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     3.1% (1)
12.		TYPE OF REPORTING PERSON     PN

(1)	The percent of class was calculated based on 320,005,258 shares of Class A Common Stock outstanding as of May 19, 2021, as disclosed in the Issuer’s Current Report on Form  8-K, as filed with the Securities and Exchange Commission on May 21, 2021.

CUSIP No. 09581B 103

SCHEDULE 13G

Page 8 of 22 Pages

1.		NAMES OF REPORTING PERSONS     Co-Investment Portfolio GP II LP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH												5.		SOLE VOTING POWER     10,000,000
												6.		SHARED VOTING POWER     0
												7.		SOLE DISPOSITIVE POWER     10,000,000
												8.		SHARED DISPOSITIVE POWER     0
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     10,000,000
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     3.1% (1)
12.		TYPE OF REPORTING PERSON     PN

(1)	The percent of class was calculated based on 320,005,258 shares of Class A Common Stock outstanding as of May 19, 2021, as disclosed in the Issuer’s Current Report on Form  8-K, as filed with the Securities and Exchange Commission on May 21, 2021.

CUSIP No. 09581B 103

SCHEDULE 13G

Page 9 of 22 Pages

1.		NAMES OF REPORTING PERSONS     ICQ Co-Investment II TT GP LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH												5.		SOLE VOTING POWER     10,000,000
												6.		SHARED VOTING POWER     0
												7.		SOLE DISPOSITIVE POWER     10,000,000
												8.		SHARED DISPOSITIVE POWER     0
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     10,000,000
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     3.1% (1)
12.		TYPE OF REPORTING PERSON     OO

(1)	The percent of class was calculated based on 320,005,258 shares of Class A Common Stock outstanding as of May 19, 2021, as disclosed in the Issuer’s Current Report on Form  8-K, as filed with the Securities and Exchange Commission on May 21, 2021.

CUSIP No. 09581B 103

SCHEDULE 13G

Page 10 of 22 Pages

1.		NAMES OF REPORTING PERSONS     Tactical Opportunities Portfolio 2020 LP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH												5.		SOLE VOTING POWER     10,000,000
												6.		SHARED VOTING POWER     0
												7.		SOLE DISPOSITIVE POWER     10,000,000
												8.		SHARED DISPOSITIVE POWER     0
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     10,000,000
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     3.1% (1)
12.		TYPE OF REPORTING PERSON     PN

(1)	The percent of class was calculated based on 320,005,258 shares of Class A Common Stock outstanding as of May 19, 2021, as disclosed in the Issuer’s Current Report on Form  8-K, as filed with the Securities and Exchange Commission on May 21, 2021.

CUSIP No. 09581B 103

SCHEDULE 13G

Page 11 of 22 Pages

1.		NAMES OF REPORTING PERSONS     Tactical Opportunities Portfolio GP, LP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH												5.		SOLE VOTING POWER     10,000,000
												6.		SHARED VOTING POWER     0
												7.		SOLE DISPOSITIVE POWER     10,000,000
												8.		SHARED DISPOSITIVE POWER     0
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     10,000,000
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     3.1% (1)
12.		TYPE OF REPORTING PERSON     PN

(1)	The percent of class was calculated based on 320,005,258 shares of Class A Common Stock outstanding as of May 19, 2021, as disclosed in the Issuer’s Current Report on Form  8-K, as filed with the Securities and Exchange Commission on May 21, 2021.

CUSIP No. 09581B 103

SCHEDULE 13G

Page 12 of 22 Pages

1.		NAMES OF REPORTING PERSONS     ICQ Tactical Opportunities TT GP, LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH												5.		SOLE VOTING POWER     10,000,000
												6.		SHARED VOTING POWER     0
												7.		SOLE DISPOSITIVE POWER     10,000,000
												8.		SHARED DISPOSITIVE POWER     0
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     10,000,000
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9     3.1% (1)
12.		TYPE OF REPORTING PERSON     OO

(1)	The percent of class was calculated based on 320,005,258 shares of Class A Common Stock outstanding as of May 19, 2021, as disclosed in the Issuer’s Current Report on Form  8-K, as filed with the Securities and Exchange Commission on May 21, 2021.

CUSIP No. 09581B 103

SCHEDULE 13G

Page 13 of 22 Pages

1.			NAMES OF REPORTING PERSONS     Divesh Makan
2.			CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☒
3.			SEC USE ONLY
4.			CITIZENSHIP OR PLACE OF ORGANIZATION     United States of America
NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH															5.		SOLE VOTING POWER     50,000,000
															6.		SHARED VOTING POWER     0
															7.		SOLE DISPOSITIVE POWER     50,000,000
															8.		SHARED DISPOSITIVE POWER     0
9.			AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     50,000,000
10.			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11.			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    15.6% (1)
12.			TYPE OF REPORTING PERSON     IN
(1)	The percent of class was calculated based on 320,005,258 shares of Class A Common Stock outstanding as of May 19, 2021, as disclosed in the Issuer’s Current Report on Form  8-K, as filed with the Securities and Exchange Commission on May 21, 2021.

CUSIP No. 09581B 103

SCHEDULE 13G

Page 14 of 22 Pages

Item 1.

Issuer

(a)

Name of Issuer:

Blue Owl Capital Inc. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

		399 Park Avenue, 38th Floor
		New York, NY 10022

Item 2.

Filing Person

(a) – (c)

Name of Persons Filing; Address; Citizenship:

(i)

BB Holdings AC LP, a Delaware limited partnership (“BB Holdings AC”).

(ii)

Glide Path Solutions 2020 LP, a Delaware limited partnership (“Glide Path Solutions 2020”).

(iii)

Glide Path Solutions 2021 LP, a Delaware limited partnership (“Glide Path Solutions 2021”).

(iv)

BB Holdings AA LP, a Delaware limited partnership (“BB Holdings AA” and, together with BB Holdings AC, Glide Path Solutions 2020 and Glide Path Solutions 2021, the “ICQ Limited Partnerships”).

(v)

ICQ BB GP, LLC, a Delaware limited liability company (“ICQ BB”), is the general partner of the ICQ Limited Partnerships.

(vi)

Co-Investment Portfolio 2021 LP, a Delaware limited partnership (“Co-Investment Portfolio 2021”).

(vii)

Co-Investment Portfolio GP II LP, a Delaware limited partnership (“Co-Investment Portfolio GP”), is the general partner of Co-Investment Portfolio 2021.

(viii)

ICQ Co-Investment II TT GP LLC, a Delaware limited liability company (“ICQ Co-Investment”), is the general partner of Co-Investment Portfolio GP.

(ix)

Tactical Opportunities Portfolio 2020 LP, a Delaware limited partnership (“Tactical Opportunities 2020” and, together with the ICQ Limited Partnerships, the “Limited Partnerships”).

(x)

Tactical Opportunities Portfolio GP, LP, a Delaware limited partnership (“Tactical Opportunities Portfolio GP”), the general partner of Tactical Opportunities 2020.

(xi)

ICQ Tactical Opportunities TT GP, LLC, a Delaware limited liability company (“ICQ Tactical Opportunities” and, together with ICQ BB and ICQ Co-Investment, the “General Partners”) is the general partner of Tactical Opportunities Portfolio GP.

(xii)

Divesh Makan, a citizen of the United States (“Makan” and, together with the Limited Partnerships, the General Partners, Co-Investment Portfolio GP, Tactical Opportunities GP, the “Reporting Persons”), is the managing member of each of the General Partners and may be deemed to have voting, investment, and dispositive power with respect to the shares held by the Limited Partnerships.

The address of the principal business office of each of the reporting persons is c/o ICONIQ Capital, 394 Pacific Avenue, 2nd Floor, San Francisco, CA 94111.

(d)

Title of Class of Securities:

Class A Common Stock, $0.0001 par value per share ( “Class A Common Stock”)

(e)

CUSIP Number:

09581B 103

CUSIP No. 09581B 103		SCHEDULE 13G		Page 15 of 22 Pages

(c)		☐		Insurance company as defined in Section 3(a)(19) of the Act;
(d)		☐		Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)		☐		An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)		☐		An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)		☐		A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)		☐		A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)		☐		A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
(j)		☐		A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k)		☐		Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership.

(a) and (b)

Amount beneficially owned:

(i)

BB Holdings AC directly owns 3,500,000 shares of Class A Common Stock, which represents approximately 1.1% of the outstanding Class A Common Stock. The 3,500,000 shares of Class A Common Stock held by BB Holdings AC represents 1.1% of the aggregate combined voting power of the Class A Common Stock.

(ii)

Glide Path Solutions 2020 directly owns 4,500,000 shares of Class A Common Stock, which represents approximately 1.4% of the outstanding Class A Common Stock. The 4,500,000 shares of Class A Common Stock held by Glide Path Solutions 2020 represents 1.4% of the aggregate combined voting power of the Class A Common Stock.

(iii)

Glide Path Solutions 2021 directly owns 2,000,000 shares of Class A Common Stock, which represents approximately 0.6% of the outstanding Class A Common Stock. The 2,000,000 shares of Class A Common Stock held by Glide Path Solutions 2021 represents 0.6% of the aggregate combined voting power of the Class A Common Stock.

CUSIP No. 09581B 103				SCHEDULE 13G		Page 16 of 22 Pages
	(iv)	BB Holdings AA directly owns 20,000,000 shares of Class A Common Stock, which represents approximately 6.2% of the outstanding Class A Common Stock. The 20,000,000 shares of Class A Common Stock held by BB Holdings AA represents 6.2% of the aggregate combined voting power of the Class A Common Stock.

(v)

ICQ BB may be deemed to beneficially own 30,000,000 shares of Class A Common Stock, owned by the ICQ Limited Partnerships, which represents approximately 9.4% of the outstanding Class A Common Stock. The 30,000,000 shares of Class A Common held by the ICQ Limited Partnerships represents 9.4% of the aggregate combined voting power of the Class A Common Stock.

(vi)

Co-Investment Portfolio 2021 directly owns 10,000,000 shares of Class A Common Stock, which represents approximately 3.1% of the outstanding Class A Common Stock. The 10,000,000 shares of Class A Common Stock held by Co-Investment Portfolio 2021 represents 3.1% of the aggregate combined voting power of the Class A Common Stock.

(vii)

Co-Investment Portfolio GP may be deemed to beneficially own 10,000,000 shares of Class A Common Stock, owned by Co-Investment Portfolio 2021, which represents approximately 3.1% of the outstanding Class A Common Stock. The 10,000,000 shares of Class A Common Stock held by Co-Investment Portfolio GP represents 3.1% of the aggregate combined voting power of the Class A Common Stock.

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SCHEDULE 13G

Page 17 of 22 Pages

(viii)

ICQ Co-Investment may be deemed to beneficially own 10,000,000 shares of Class A Common Stock, owned by the Co-Investment Portfolio GP, which represents approximately 3.1% of the outstanding Class A Common Stock. The 10,000,000 shares of Class A Common Stock held by ICQ Co-Investment represents 3.1% of the aggregate combined voting power of the Class A Common Stock.

(ix)

Tactical Opportunities 2020 directly owns 10,000,000 shares of Class A Common Stock, which represents approximately 3.1% of the outstanding Class A Common Stock. The 10,000,000 shares of Class A Common Stock held by Tactical Opportunities 2020 represents 3.1% of the aggregate combined voting power of the Class A Common Stock.

(x)

Tactical Opportunities Portfolio GP may be deemed to beneficially own 10,000,000 shares of Class A Common Stock, owned by Tactical Opportunities 2020, which represents approximately 3.1% of the outstanding Class A Common Stock. The 10,000,000 shares of Class A Common Stock held by Tactical Opportunities Portfolio GP represents 3.1% of the aggregate combined voting power of the Class A Common Stock.

(xi)

ICQ Tactical Opportunities TT GP may be deemed to beneficially own 10,000,000 shares of Class A Common Stock, owned by Tactical Opportunities Portfolio GP, which represents approximately 3.1% of the outstanding Class A Common Stock. The 10,000,000 shares of Class A Common Stock held by ICQ Tactical Opportunities represents 3.1% of the aggregate combined voting power of the Class A Common Stock.

(xii)

Makan may be deemed to beneficially own 50,000,000 shares of Class A Common Stock, owned by the Limited Partnerships, Co-Investment Portfolio Funds, Tactical Opportunities Funds and Makan, which represents approximately 15.6% of the outstanding Class A Common Stock. The 50,000,000 shares of Class A Common Stock held by the Limited Partnerships, Co-Investment Portfolio Funds, Tactical Opportunities Funds and Makan represents 15.6% of the aggregate combined voting power of the Class A Common Stock.

	(c)	Number of shares as to which such person has:
				Number of Class A Common Stock
Reporting Person				(i)				(ii)				(iii)				(iv)
BB Holdings AC					3,500,000				0				3,500,000				0
Glide Path Solutions 2020					4,500,000				0				4,500,000				0
Glide Path Solutions 2021					2,000,000				0				2,000,000				0
BB Holdings AA					20,000,000				0				20,000,000				0
ICQ BB					30,000,000				0				30,000,000				0
Co-Investment Portfolio 2021					10,000,000				0				10,000,000				0
Co-Investment Portfolio GP					10,000,000				0				10,000,000				0
ICQ Co-Investment					10,000,000				0				10,000,000				0
Tactical Opportunities 2020					10,000,000				0				10,000,000				0
Tactical Opportunities Portfolio GP					10,000,000				0				10,000,000				0
ICQ Tactical Opportunities					10,000,000				0				10,000,000				0
Mr. Makan					50,000,000				0				50,000,000				0

(i)	Sole power to vote or direct the vote
(ii)	Shared power to vote or to direct the vote
(iii)	Sole power to dispose or to direct the disposition of
(iv)	Shared power to dispose or to direct the disposition of

CUSIP No. 09581B 103

SCHEDULE 13G

Page 18 of 22 Pages

Item 5.

Ownership of Five Percent or Less of a Class.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Item 8.

Identification and Classification of Members of the Group.

Item 9.

Notice of Dissolution of Group.

Item 10.

Certification.

CUSIP No. 09581B 103

SCHEDULE 13G

Page 19 of 22 Pages

	BB Holdings AC LP, a Delaware
	limited partnership
	By:		ICQ BB GP, LLC, a
			Delaware limited liability company, its General Partner
	By:		Louis D. Thorne
	Title:		Authorized Person
	/s/ Louis D. Thorne
	Signature of Reporting Person
	Glide Path Solutions 2020 LP, a Delaware
	limited partnership
	By:		ICQ BB GP, LLC, a
			Delaware limited liability company, General Partner
	By:		Louis D. Thorne
	Title:		Authorized Person
	/s/ Louis D. Thorne
	Signature of Reporting Person
	Glide Path Solutions 2021 LP, a Delaware
	limited partnership
	By:		ICQ BB GP, LLC, a
			Delaware limited liability company, its General Partner
	By:		Louis D. Thorne
	Title:		Authorized Person
	/s/ Louis D. Thorne
	Signature of Reporting Person

CUSIP No. 09581B 103

SCHEDULE 13G

Page 20 of 22 Pages

	BB Holdings AA LP, a Delaware
	limited partnership
	By:		ICQ BB GP, LLC, a
			Delaware limited liability company, its General Partner
	By:		Louis D. Thorne
	Title:		Authorized Person
	/s/ Louis D. Thorne
	Signature of Reporting Person
	Co-Investment Portfolio 2021 LP, a Delaware limited partnership
	By:		Co-Investment Portfolio GP II LP, a
			Delaware limited partnership, its General Partner
	By:		ICQ Co-Investment II TT GP LLC,
			a Delaware limited liability company, its General Partner
	By:		Louis D. Thorne
	Title:		Authorized Person
	/s/ Louis D. Thorne
	Signature of Reporting Person
	Tactical Opportunities Portfolio 2020 LP, a Delaware limited partnership
	By:	Tactical Opportunities Portfolio GP, LP, a  Delaware limited partnership, its General Partner
	By:		ICQ Tactical Opportunities TT GP LLC, a Delaware limited liability company, its General Partner
	By:		Louis D. Thorne
	Title:		Authorized Person
	/s/ Louis D. Thorne
	Signature of Reporting Person

CUSIP No. 09581B 103

SCHEDULE 13G

Page 21 of 22 Pages

	ICQ BB GP, LLC, a Delaware limited liability company
	By:		Louis D. Thorne
	Title:		Authorized Person
	/s/ Louis D. Thorne
	Signature of Reporting Person
	Tactical Opportunities Portfolio GP, LP, a Delaware limited partnership
	By:		ICQ Tactical Opportunities TT GP LLC, a Delaware limited liability company, its General Partner
	By:		Louis D. Thorne
	Title:		Authorized Person
	/s/ Louis D. Thorne
	Signature of Reporting Person
	ICQ Tactical Opportunities TT GP, LLC, a Delaware limited liability company
	By:		Louis D. Thorne
	Title:		Authorized Person
	/s/ Louis D. Thorne
	Signature of Reporting Person
	Co-Investment Portfolio GP II LP, a Delaware limited partnership
	By:		ICQ Co-Investment II TT GP LLC, a Delaware limited liability company, its General Partner
	By:		Louis D. Thorne
	Title:		Authorized Person
	/s/ Louis D. Thorne
	Signature of Reporting Person

CUSIP No. 09581B 103		SCHEDULE 13G		Page 22 of 22 Pages

	ICQ Co-Investment II TT GP LLC, a Delaware limited liability company
	By:		Louis D. Thorne
	Title:		Authorized Person
	/s/ Louis D. Thorne
	Signature of Reporting Person
	Divesh Makan
	/s/ Divesh Makan