Form 4 for OWL BLUE OWL CAPITAL INC.

Accepted 2024-12-04 00:00:00 ET · period of report 2024-12-02 · accession 0000950170-24-133294 · 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	2024-12-04	2024-12-02	OWL	Kirshenbaum Alan	CFO	A - Grant	$0.00	+2.10M	2.92M	+255%	$0
DI	2024-12-04	2024-12-02	OWL	Kirshenbaum Alan	CFO	A - Grant	$0.00	-2.10M	2.92M	-42%	$0

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 C Shares	2024-12-02	A	A	2,100,000	$0.00	2,925,000	I See Footnote	—	—	(F1) Represents shares of Class C common stock of the Issuer ("Class C Shares") and Common Units of each of Blue Owl Capital Holdings LP, a Delaware limited partnership ("Blue Owl Holdings"), and Blue Owl Capital Carry LP, a Delaware limited partnership ("Blue Owl Carry" and, together with Blue Owl Holdings, the "Blue Owl Operating Partnerships"), issued or to be issued to Blue Owl Management Vehicle LP, a Delaware limited partnership ("Blue Owl Management Vehicle"), in respect of Class P Units (each of which consists of one Class P Unit of Blue Owl Holdings and one Class P Unit of Blue Owl Carry) issued to Blue Owl Management Vehicle on behalf of the reporting person pursuant to the Amended and Restated Blue Owl Capital Inc. 2021 Omnibus Equity Incentive Plan, as amended from time to time. The reporting person holds Incentive Units of Blue Owl Management Vehicle, which correspond to the Class P Units and the resulting Common Units and Class C Shares on a 1-for-1 basis. (F2) Consists of (i) 350,000 Incentive Units of Blue Owl Management Vehicle, which are fully vested upon the grant date, but are subject to a lock-up period of one year from the grant date and (ii) 1,750,000 Incentive Units of Blue Owl Management Vehicle, which will vest in five equal installments on December 15th of 2025, 2026, 2027, 2028 and 2029, respectively. After attainment of required capital account thresholds, Incentive Units settle by delivery of an equal number of Common Units of each of the Blue Owl Operating Partnerships (collectively, "Blue Owl Operating Group Units") and Class C Shares. After expiration of the lock-up and cancellation of an equal number of Class C Shares, (F3) (Continued from footnote 2) Blue Owl Operating Group Units may be exchanged from time to time at the request of the reporting person for an equal number of newly issued shares of the Issuer's Class A common stock ("Class A Shares") (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 shares of Class A Shares immediately prior to the applicable exchange date). Blue Owl Operating Group Units do not expire.
2	Derivative	Blue Owl Operating Group Units	2024-12-02	A	D	2,100,000	$0.00	2,925,000	I See Footnote	— · — to —	2,100,000 Class A Shares	(F1) Represents shares of Class C common stock of the Issuer ("Class C Shares") and Common Units of each of Blue Owl Capital Holdings LP, a Delaware limited partnership ("Blue Owl Holdings"), and Blue Owl Capital Carry LP, a Delaware limited partnership ("Blue Owl Carry" and, together with Blue Owl Holdings, the "Blue Owl Operating Partnerships"), issued or to be issued to Blue Owl Management Vehicle LP, a Delaware limited partnership ("Blue Owl Management Vehicle"), in respect of Class P Units (each of which consists of one Class P Unit of Blue Owl Holdings and one Class P Unit of Blue Owl Carry) issued to Blue Owl Management Vehicle on behalf of the reporting person pursuant to the Amended and Restated Blue Owl Capital Inc. 2021 Omnibus Equity Incentive Plan, as amended from time to time. The reporting person holds Incentive Units of Blue Owl Management Vehicle, which correspond to the Class P Units and the resulting Common Units and Class C Shares on a 1-for-1 basis. (F2) Consists of (i) 350,000 Incentive Units of Blue Owl Management Vehicle, which are fully vested upon the grant date, but are subject to a lock-up period of one year from the grant date and (ii) 1,750,000 Incentive Units of Blue Owl Management Vehicle, which will vest in five equal installments on December 15th of 2025, 2026, 2027, 2028 and 2029, respectively. After attainment of required capital account thresholds, Incentive Units settle by delivery of an equal number of Common Units of each of the Blue Owl Operating Partnerships (collectively, "Blue Owl Operating Group Units") and Class C Shares. After expiration of the lock-up and cancellation of an equal number of Class C Shares, (F3) (Continued from footnote 2) Blue Owl Operating Group Units may be exchanged from time to time at the request of the reporting person for an equal number of newly issued shares of the Issuer's Class A common stock ("Class A Shares") (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 shares of Class A Shares immediately prior to the applicable exchange date). Blue Owl Operating Group Units do not expire.