Form 4 for OWL BLUE OWL CAPITAL INC.
Accepted 2021-11-05 00:00:00 ET · period of report 2021-11-03 · accession 0001823945-21-000050 · 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 | 2021-11-05 | 2021-11-03 | OWL | Packer Craig | Senior Managing Dir, Dir | C - Cnv Deriv | — | +1.35M | 35.08M | +4% | — |
| DMI | 2021-11-05 | 2021-11-03 | OWL | Packer Craig | Senior Managing Dir, 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 Shares | 2021-11-03 | C | A | 1,354,500 | — | 35,078,540 | I See Footnotes | — | — | (F2) The "Triggering Event" occurred on November 3, 2021, when the volume weighted average share price exceeded $15.00 per share for 20 consecutive trading days. (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 indirectly receive shares of Blue Owl Capital Inc.'s (the "Issuer") Class D common stock ("Class D Shares") and an equal number of Blue Owl Operating Group Units (which consists of one common unit of Blue Owl Capital Carry LP and one common unit of Blue Owl Capital Holdings LP) issuable in respect of his Series E-2 Seller Earnout Units following the occurrence of a Triggering Event (as defined in the BCA). (F3) Consists of an aggregate of 35,078,540 Class D Shares and an equal number of Blue Owl Operating Group Units held directly by Owl Rock Capital Feeder LLC ("Owl Rock Feeder"), 72.98% of which is held on behalf of Mr. Packer; 12.52% of which is held on behalf of Packer Family Trust 2017 over which Mr. Packer has sole investment and voting power; and 14.50% of which is held on behalf of Mr. Packer's spouse, Suzanne E. Packer. Mr. Packer expressly disclaims beneficial ownership of the securities held by Owl Rock Feeder except to the extent of his pecuniary interest therein. |
| 2 | Derivative | Blue Owl Operating Group Units | 2021-11-03 | C | A | 1,354,500 | — | 35,078,540 | I See Footnotes | — · — to — | 1,354,500 Class B Shares | (F2) The "Triggering Event" occurred on November 3, 2021, when the volume weighted average share price exceeded $15.00 per share for 20 consecutive trading days. (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 indirectly receive shares of Blue Owl Capital Inc.'s (the "Issuer") Class D common stock ("Class D Shares") and an equal number of Blue Owl Operating Group Units (which consists of one common unit of Blue Owl Capital Carry LP and one common unit of Blue Owl Capital Holdings LP) issuable in respect of his Series E-2 Seller Earnout Units following the occurrence of a Triggering Event (as defined in the BCA). (F3) Consists of an aggregate of 35,078,540 Class D Shares and an equal number of Blue Owl Operating Group Units held directly by Owl Rock Capital Feeder LLC ("Owl Rock Feeder"), 72.98% of which is held on behalf of Mr. Packer; 12.52% of which is held on behalf of Packer Family Trust 2017 over which Mr. Packer has sole investment and voting power; and 14.50% of which is held on behalf of Mr. Packer's spouse, Suzanne E. Packer. Mr. Packer expressly disclaims beneficial ownership of the securities held by Owl Rock Feeder except to the extent of his pecuniary interest therein. (F4) Each Blue Owl Operating Group Unit, upon the cancellation of an equal number of Class D Shares, may be exchanged from time to time for an equal number of newly issued shares of Class B common stock ("Class B Shares"), 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. |
| 3 | Derivative | Series E-2 Seller Earnout Units | 2021-11-03 | C | D | 1,354,500 | — | 0 | I See Footnotes | — · — to — | 1,354,500 Class B Shares | (F2) The "Triggering Event" occurred on November 3, 2021, when the volume weighted average share price exceeded $15.00 per share for 20 consecutive trading days. (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 indirectly receive shares of Blue Owl Capital Inc.'s (the "Issuer") Class D common stock ("Class D Shares") and an equal number of Blue Owl Operating Group Units (which consists of one common unit of Blue Owl Capital Carry LP and one common unit of Blue Owl Capital Holdings LP) issuable in respect of his Series E-2 Seller Earnout Units following the occurrence of a Triggering Event (as defined in the BCA). (F3) Consists of an aggregate of 35,078,540 Class D Shares and an equal number of Blue Owl Operating Group Units held directly by Owl Rock Capital Feeder LLC ("Owl Rock Feeder"), 72.98% of which is held on behalf of Mr. Packer; 12.52% of which is held on behalf of Packer Family Trust 2017 over which Mr. Packer has sole investment and voting power; and 14.50% of which is held on behalf of Mr. Packer's spouse, Suzanne E. Packer. Mr. Packer expressly disclaims beneficial ownership of the securities held by Owl Rock Feeder except to the extent of his pecuniary interest therein. |