Form 4 for OWL BLUE OWL CAPITAL INC.

Accepted 2021-07-23 00:00:00 ET · period of report 2021-07-21 · accession 0000899243-21-029683 · SEC index · Original document

Summary rows

Aggregated the way they appear in lists: one row per insider, transaction code and security table.

X	Filed	Traded	Ticker	Insider	Title	Type	Price	Qty	Owned	ΔOwn	Value
DI	2021-07-23	2021-07-21	OWL	Rees Michael Douglas	Co-Pres, Dir	C - Cnv Deriv	—	+3.02M	76.45M	+4%	—
DMI	2021-07-23	2021-07-21	OWL	Rees Michael Douglas	Co-Pres, Dir	C - Cnv Deriv	—	0	0	New	—

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Owned after	Own	Exercise / expiry	Underlying	Footnotes
1	Common	CLASS D COMMON STOCK	2021-07-21	C	A	3,021,752	—	76,450,339	I See Footnotes	—	—	(F2) The first "Triggering Event" occurred when the volume weighted average share price equals or exceeds $12.50 per share for any 20 consecutive trading days following the Closing (as defined in the BCA). (F1) Pursuant to the terms of that certain Business Combination Agreement, dated as of December 23, 2020 (as the same has been amended, modified, supplemented or waived from time to time, the "Business Combination Agreement" or "BCA"), by and among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC, the reporting person became entitled to receive shares of Blue Owl Capital Inc.'s (the "Issuer") Class D common stock and an equal number of Blue Owl Operating Group Units issuable in respect of his Seller Earnout Units following the occurrence of a Triggering Event (as defined in the BCA). (F3) Consists of 76,450,339 shares of Class D common stock and an equal number of Blue Owl Operating Group Units (as described in Footnote (5)), held directly by Dyal Capital SLP LP ("Dyal SLP") on behalf of Mr. Rees, his spouse and one or more entities controlled by him. By virtue of Mr. Rees's indirect control of the general partner of, and his indirect interest in, Dyal SLP, Mr. Rees may be deemed to beneficially own all of the shares of Class D common stock, Blue Owl Operating Group Units and Seller Earnout Units held by Dyal SLP. (F4) (Continued from Footnote 3) Mr. Rees expressly disclaims beneficial ownership of the shares and units held by Dyal SLP, including any shares of Class B common stock that may be acquired upon exchange of Blue Owl Operating Group Units and the cancellation of an equal number of shares of Class D common stock, and the Blue Owl Operating Group Units and shares of Class D common stock issuable in respect of the Seller Earnout Units upon the satisfaction of certain vesting conditions, in each case, except to the extent of his pecuniary interest therein.
2	Derivative	BLUE OWL OPERATING GROUP UNITS	2021-07-21	C	A	3,021,752	—	76,450,339	I See Footnotes	— · 2021-07-21 to 2021-07-21	3,021,752 Class B common stock	(F2) The first "Triggering Event" occurred when the volume weighted average share price equals or exceeds $12.50 per share for any 20 consecutive trading days following the Closing (as defined in the BCA). (F1) Pursuant to the terms of that certain Business Combination Agreement, dated as of December 23, 2020 (as the same has been amended, modified, supplemented or waived from time to time, the "Business Combination Agreement" or "BCA"), by and among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC, the reporting person became entitled to receive shares of Blue Owl Capital Inc.'s (the "Issuer") Class D common stock and an equal number of Blue Owl Operating Group Units issuable in respect of his Seller Earnout Units following the occurrence of a Triggering Event (as defined in the BCA). (F5) 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 from time to time for an equal number of newly issued shares of Class B common stock, subject to any applicable transfer restrictions and the terms of the Exchange Agreement, dated as of May 19, 2021, 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. (F3) Consists of 76,450,339 shares of Class D common stock and an equal number of Blue Owl Operating Group Units (as described in Footnote (5)), held directly by Dyal Capital SLP LP ("Dyal SLP") on behalf of Mr. Rees, his spouse and one or more entities controlled by him. By virtue of Mr. Rees's indirect control of the general partner of, and his indirect interest in, Dyal SLP, Mr. Rees may be deemed to beneficially own all of the shares of Class D common stock, Blue Owl Operating Group Units and Seller Earnout Units held by Dyal SLP. (F4) (Continued from Footnote 3) Mr. Rees expressly disclaims beneficial ownership of the shares and units held by Dyal SLP, including any shares of Class B common stock that may be acquired upon exchange of Blue Owl Operating Group Units and the cancellation of an equal number of shares of Class D common stock, and the Blue Owl Operating Group Units and shares of Class D common stock issuable in respect of the Seller Earnout Units upon the satisfaction of certain vesting conditions, in each case, except to the extent of his pecuniary interest therein.
3	Derivative	SERIES E-1 SELLER EARNOUT UNITS	2021-07-21	C	D	3,021,752	—	0	I See Footnotes	— · 2021-07-21 to 2021-07-21	3,021,752 Class B common stock	(F2) The first "Triggering Event" occurred when the volume weighted average share price equals or exceeds $12.50 per share for any 20 consecutive trading days following the Closing (as defined in the BCA). (F1) Pursuant to the terms of that certain Business Combination Agreement, dated as of December 23, 2020 (as the same has been amended, modified, supplemented or waived from time to time, the "Business Combination Agreement" or "BCA"), by and among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC, the reporting person became entitled to receive shares of Blue Owl Capital Inc.'s (the "Issuer") Class D common stock and an equal number of Blue Owl Operating Group Units issuable in respect of his Seller Earnout Units following the occurrence of a Triggering Event (as defined in the BCA). (F4) (Continued from Footnote 3) Mr. Rees expressly disclaims beneficial ownership of the shares and units held by Dyal SLP, including any shares of Class B common stock that may be acquired upon exchange of Blue Owl Operating Group Units and the cancellation of an equal number of shares of Class D common stock, and the Blue Owl Operating Group Units and shares of Class D common stock issuable in respect of the Seller Earnout Units upon the satisfaction of certain vesting conditions, in each case, except to the extent of his pecuniary interest therein. (F3) Consists of 76,450,339 shares of Class D common stock and an equal number of Blue Owl Operating Group Units (as described in Footnote (5)), held directly by Dyal Capital SLP LP ("Dyal SLP") on behalf of Mr. Rees, his spouse and one or more entities controlled by him. By virtue of Mr. Rees's indirect control of the general partner of, and his indirect interest in, Dyal SLP, Mr. Rees may be deemed to beneficially own all of the shares of Class D common stock, Blue Owl Operating Group Units and Seller Earnout Units held by Dyal SLP.