Form 4 for OWL BLUE OWL CAPITAL INC.

Accepted 2021-07-12 00:00:00 ET · period of report 2021-06-15 · accession 0001209191-21-046321 · 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	2021-07-12	2021-06-15	OWL	NBSH Acquisition, LLC	Dir	J - Other	$0.00	-443.29M	0	-100%	$0
DMI	2021-07-12	2021-06-15	OWL	NBSH Acquisition, LLC	Dir	J - Other	$0.00	-487.36M	0	-100%	$0

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#	Table	Security	Date	Code	A/D	Shares	Price	Own	Exercise / expiry	Underlying	Footnotes
1	Common	Class C Common Stock	2021-06-15	J	D	443,286,854	$0.00	I NBSH Blue Investments, LLC	—	—	(F1) Shares of Class C common stock of Blue Owl Capital Inc. (the "Issuer") have no economic rights (other than the right to receive the par value of such shares in connection with the liquidation, dissolution or winding up of the Issuer), and each share of Class C common stock entitles its holder to one vote per share. Subject to certain lock-up periods, each share of Class C common stock, together with one unit of Blue Owl Capital Carry LP and one unit of Blue Owl Capital Holdings LP (collectively, "Blue Owl Operating Group Unit"), is exchangeable for one share of the Issuer's Class A common stock or, at the option of the Issuer, an equivalent amount of cash. (F2) The Reporting Person distributed to its members, on a pro rata basis, all of its ownership interest in NBSH Blue Investments, LLC.
2	Derivative	Series E-2 Seller Earnout Units	2021-06-15	J	D	22,034,622	$0.00	I NBSH Blue Investments, LLC	— · — to —	22,034,622 Class A Common Stock	(F5) Each Series E-2 Seller Earnout Unit represents the right to acquire one Blue Owl Operating Group Unit and one share of Class C common stock if (i) the volume-weighted average share price on Blue Owl's Class A common stock is $15.00 or above for 20 consecutive trading days within 5 years after the Closing Date or (ii) there is a merger, consolidation, tender offer, exchange offer, business combination or sale at or above the relevant vesting metric. (F2) The Reporting Person distributed to its members, on a pro rata basis, all of its ownership interest in NBSH Blue Investments, LLC.
3	Derivative	Series E-1 Seller Earnout Units	2021-06-15	J	D	22,034,622	$0.00	I NBSH Blue Investments, LLC	— · — to —	22,034,622 Class A Common Stock	(F4) Each Series E-1 Seller Earnout Unit represents the right to acquire one Blue Owl Operating Group Unit and one share of Class C common stock if (i) the volume-weighted average share price on Blue Owl's Class A common stock is $12.50 or above for 20 consecutive trading days within 5 years after May 19, 2021 (the "Closing Date") or (ii) there is a merger, consolidation, tender offer, exchange offer, business combination or sale at or above the relevant vesting metric. (F2) The Reporting Person distributed to its members, on a pro rata basis, all of its ownership interest in NBSH Blue Investments, LLC.
4	Derivative	Blue Owl Operating Group Units	2021-06-15	J	D	443,286,854	$0.00	I NBSH Blue Investments, LLC	— · — to —	443,286,854 Class A Common Stock	(F3) Each Blue Owl Operating Group Unit comprises one unit of limited partnership interest in Blue Owl Capital Carry LP and one unit of limited partnership interest in Blue Owl Capital Holdings LP. Subject to certain lock-up periods, each Blue Owl Operating Group Unit, together with one share of Class C common stock of the Issuer, is exchangeable for one share of the Issuer's Class A common stock or, at the option of the Issuer, an equivalent amount of cash. Blue Owl Operating Group Units have no expiration date. (F2) The Reporting Person distributed to its members, on a pro rata basis, all of its ownership interest in NBSH Blue Investments, LLC.