Form 4 for OWL BLUE OWL CAPITAL INC.
Accepted 2024-11-08 00:00:00 ET · period of report 2024-11-06 · accession 0000950170-24-124168 · 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 | 2024-11-08 | 2024-11-06 | OWL | Rees Michael Douglass | Co-Pres, Dir | S - Sale | — | -30.17M | 0 | -100% | — |
| DMI | 2024-11-08 | 2024-11-06 | OWL | Rees Michael Douglass | Co-Pres, Dir | C - Cnv Deriv | — | 0 | 0 | New | — |
| DMI | 2024-11-08 | 2024-11-06 | OWL | Rees Michael Douglass | Co-Pres, Dir | J - Other | — | +96.94M | 30.17M | New | — |
| DMI | 2024-11-08 | 2024-11-06 | OWL | Rees Michael Douglass | Co-Pres, Dir | J - Other | — | +96.94M | 30.17M | New | — |
| DI | 2024-11-08 | 2024-11-06 | OWL | Rees Michael Douglass | Co-Pres, Dir | C - Cnv Deriv | — | -30.17M | 0 | -100% | — |
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 A Shares | 2024-11-06 | S | D | 30,166,206 | — | 0 | I See Footnote | — | — | (F3) The reported securities were sold by Dyal IV to a registered broker in an unregistered block trade at a per share price of $22.70. (F1) On November 6, 2024, 30,166,206 shares of Class C Common Stock of the Issuer ("Class C Shares") and an equal number of Blue Owl Operating Group Units (as defined below) were distributed by Owl Rock Capital Feeder LLC, a Delaware limited liability company ("Owl Rock Feeder"), to Dyal Capital Partners IV Holdings (A) LP, a Delaware limited partnership ("Dyal IV"), for no consideration. The reporting person has an indirect economic interest in Dyal IV and may be deemed to beneficially own the reported securities. The reporting person expressly disclaims beneficial ownership of the securities held by Dyal IV except to the extent of his indirect pecuniary interest therein. |
| 2 | Common | Class A Shares | 2024-11-06 | C | A | 30,166,206 | — | 30,166,206 | I See Footnote | — | — | (F2) On November 6, 2024, Dyal IV exchanged (the "Exchange") 30,166,206 Blue Owl Operating Group Units for 30,166,206 shares of Class A Common Stock of the Issuer ("Class A Shares") pursuant to the terms of the Second Amended & Restated Exchange Agreement, dated as of February 21, 2024 (the "Exchange Agreement"). Upon the Exchange, 30,166,206 Class C Shares were surrendered and automatically cancelled. (F1) On November 6, 2024, 30,166,206 shares of Class C Common Stock of the Issuer ("Class C Shares") and an equal number of Blue Owl Operating Group Units (as defined below) were distributed by Owl Rock Capital Feeder LLC, a Delaware limited liability company ("Owl Rock Feeder"), to Dyal Capital Partners IV Holdings (A) LP, a Delaware limited partnership ("Dyal IV"), for no consideration. The reporting person has an indirect economic interest in Dyal IV and may be deemed to beneficially own the reported securities. The reporting person expressly disclaims beneficial ownership of the securities held by Dyal IV except to the extent of his indirect pecuniary interest therein. |
| 3 | Common | Class C Shares | 2024-11-06 | C | D | 30,166,206 | — | 0 | I See Footnote | — | — | (F2) On November 6, 2024, Dyal IV exchanged (the "Exchange") 30,166,206 Blue Owl Operating Group Units for 30,166,206 shares of Class A Common Stock of the Issuer ("Class A Shares") pursuant to the terms of the Second Amended & Restated Exchange Agreement, dated as of February 21, 2024 (the "Exchange Agreement"). Upon the Exchange, 30,166,206 Class C Shares were surrendered and automatically cancelled. (F1) On November 6, 2024, 30,166,206 shares of Class C Common Stock of the Issuer ("Class C Shares") and an equal number of Blue Owl Operating Group Units (as defined below) were distributed by Owl Rock Capital Feeder LLC, a Delaware limited liability company ("Owl Rock Feeder"), to Dyal Capital Partners IV Holdings (A) LP, a Delaware limited partnership ("Dyal IV"), for no consideration. The reporting person has an indirect economic interest in Dyal IV and may be deemed to beneficially own the reported securities. The reporting person expressly disclaims beneficial ownership of the securities held by Dyal IV except to the extent of his indirect pecuniary interest therein. |
| 4 | Common | Class C Shares | 2024-11-06 | J | A | 66,773,794 | — | 66,773,794 | I See Footnote | — | — | (F4) On November 6, 2024, Blue Owl Capital GP LLC, as general partner of the Blue Owl Operating Partnerships (defined below), acknowledged and agreed that Dyal IV has the right to request and receive future distributions of Class C Shares and Blue Owl Operating Group Units held by Owl Rock Feeder, on its behalf. As such, investment discretion with respect to the securities held by Owl Rock Feeder on behalf of Dyal IV can be exercised by the investment committee that controls Dyal IV. As a member of such investment committee, which makes investment decisions by unanimous consent, the Reporting Person has a reportable interest in the securities held indirectly by Dyal IV but expressly disclaims beneficial ownership except to the extent of his indirect pecuniary interest therein. |
| 5 | Common | Class C Shares | 2024-11-06 | J | A | 30,166,206 | — | 30,166,206 | I See Footnote | — | — | (F1) On November 6, 2024, 30,166,206 shares of Class C Common Stock of the Issuer ("Class C Shares") and an equal number of Blue Owl Operating Group Units (as defined below) were distributed by Owl Rock Capital Feeder LLC, a Delaware limited liability company ("Owl Rock Feeder"), to Dyal Capital Partners IV Holdings (A) LP, a Delaware limited partnership ("Dyal IV"), for no consideration. The reporting person has an indirect economic interest in Dyal IV and may be deemed to beneficially own the reported securities. The reporting person expressly disclaims beneficial ownership of the securities held by Dyal IV except to the extent of his indirect pecuniary interest therein. |
| 6 | Derivative | Blue Owl Operating Group Units | 2024-11-06 | J | A | 66,773,794 | — | 66,773,794 | I See Footnote | — · — to — | 66,773,794 Class A Shares | (F4) On November 6, 2024, Blue Owl Capital GP LLC, as general partner of the Blue Owl Operating Partnerships (defined below), acknowledged and agreed that Dyal IV has the right to request and receive future distributions of Class C Shares and Blue Owl Operating Group Units held by Owl Rock Feeder, on its behalf. As such, investment discretion with respect to the securities held by Owl Rock Feeder on behalf of Dyal IV can be exercised by the investment committee that controls Dyal IV. As a member of such investment committee, which makes investment decisions by unanimous consent, the Reporting Person has a reportable interest in the securities held indirectly by Dyal IV but expressly disclaims beneficial ownership except to the extent of his indirect pecuniary interest therein. (F5) Each Blue Owl Operating Group Unit (each of which consists of one common unit of Blue Owl Capital Carry LP ("Blue Owl Carry"), and one common unit of Blue Owl Capital Holdings LP ("Blue Owl Holdings," and together with Blue Owl Carry, the "Blue Owl Operating Partnerships")), upon the cancellation of an equal number of shares of Class D Common Stock of the Issuer or Class C Shares of the Issuer, as applicable, may be exchanged from time to time for an equal number of newly issued shares of Class B Common Stock of the Issuer or Class A Shares, as applicable, subject to any applicable transfer restrictions and the terms of the Exchange Agreement, 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 the Class A Shares immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire. |
| 7 | Derivative | Blue Owl Operating Group Units | 2024-11-06 | C | D | 30,166,206 | — | 0 | I See Footnote | — · — to — | 30,166,206 Class A Shares | (F1) On November 6, 2024, 30,166,206 shares of Class C Common Stock of the Issuer ("Class C Shares") and an equal number of Blue Owl Operating Group Units (as defined below) were distributed by Owl Rock Capital Feeder LLC, a Delaware limited liability company ("Owl Rock Feeder"), to Dyal Capital Partners IV Holdings (A) LP, a Delaware limited partnership ("Dyal IV"), for no consideration. The reporting person has an indirect economic interest in Dyal IV and may be deemed to beneficially own the reported securities. The reporting person expressly disclaims beneficial ownership of the securities held by Dyal IV except to the extent of his indirect pecuniary interest therein. (F5) Each Blue Owl Operating Group Unit (each of which consists of one common unit of Blue Owl Capital Carry LP ("Blue Owl Carry"), and one common unit of Blue Owl Capital Holdings LP ("Blue Owl Holdings," and together with Blue Owl Carry, the "Blue Owl Operating Partnerships")), upon the cancellation of an equal number of shares of Class D Common Stock of the Issuer or Class C Shares of the Issuer, as applicable, may be exchanged from time to time for an equal number of newly issued shares of Class B Common Stock of the Issuer or Class A Shares, as applicable, subject to any applicable transfer restrictions and the terms of the Exchange Agreement, 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 the Class A Shares immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire. |
| 8 | Derivative | Blue Owl Operating Group Units | 2024-11-06 | J | A | 30,166,206 | — | 30,166,206 | I See Footnote | — · — to — | 30,166,206 Class A Shares | (F1) On November 6, 2024, 30,166,206 shares of Class C Common Stock of the Issuer ("Class C Shares") and an equal number of Blue Owl Operating Group Units (as defined below) were distributed by Owl Rock Capital Feeder LLC, a Delaware limited liability company ("Owl Rock Feeder"), to Dyal Capital Partners IV Holdings (A) LP, a Delaware limited partnership ("Dyal IV"), for no consideration. The reporting person has an indirect economic interest in Dyal IV and may be deemed to beneficially own the reported securities. The reporting person expressly disclaims beneficial ownership of the securities held by Dyal IV except to the extent of his indirect pecuniary interest therein. (F5) Each Blue Owl Operating Group Unit (each of which consists of one common unit of Blue Owl Capital Carry LP ("Blue Owl Carry"), and one common unit of Blue Owl Capital Holdings LP ("Blue Owl Holdings," and together with Blue Owl Carry, the "Blue Owl Operating Partnerships")), upon the cancellation of an equal number of shares of Class D Common Stock of the Issuer or Class C Shares of the Issuer, as applicable, may be exchanged from time to time for an equal number of newly issued shares of Class B Common Stock of the Issuer or Class A Shares, as applicable, subject to any applicable transfer restrictions and the terms of the Exchange Agreement, 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 the Class A Shares immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire. |