Blue Owl Capital (OWL) Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ALTIMAR SPONSOR, LLC

(Last) (First) (Middle)

C/O ALTIMAR ACQUISITION CORPORATION

40 WEST 57TH STREET, 33RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BLUE OWL CAPITAL INC. [ ATAC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
See remarks.

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/19/2021		M(2)		6,675,000	A	(1)(2)	4,385,625(1)(2)	D(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares, par value $0.0001	(1)(2)	05/19/2021		M(2)			6,675,000(3)	(1)	(1)	Class A Common Stock	(1)(2)	(1)(2)	0	D(5)
Private Placement Warrants	$11.5	05/19/2021		A(4)			5,000,000	(4)	(4)	Class A Common Stock	5,000,000	$1	5,000,000	D(5)

Explanation of Responses:

1. As described in the registration statement on Form S-4 (File No. 333-251866) of Altimar Acquisition Corporation (the "Issuer") under the heading "Certain Relationships and Related Party Transactions," the shares of Class B ordinary shares of the Issuer (the "Class B Ordinary Shares") will automatically convert into shares of Class F common stock of Blue Owl Capital Inc., a Delaware corporation ("Blue Owl") in connection with the domestication, which shares will then automatically convert into Class A common stock of Blue Owl (the "Class A Common Stock") at the time of the Issuer's initial business combination, in each case, on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and certain anti-dilution rights.

2. On May 19, 2021, the Issuer consummated its initial business combination with Owl Rock Capital Group and Dyal Capital Partners, a division of Neuberger Berman, to form Blue Owl (the "Business Combination"). In connection with the Business Combination, (i) each Class B Ordinary Share of the Issuer ultimately converted to one share of Class A Common Stock of Blue Owl, and (ii) the reporting person automatically surrendered 2,289,375 shares of Class A Common Stock for no consideration by the reporting person pursuant to a contractual arrangement entered into with the Issuer, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC.

3. This Form 4 reflects the automatic surrender to the Issuer on December 6, 2020 of 312,500 shares of the Issuer's Class B ordinary shares, for no consideration by the reporting person pursuant to contractual arrangements with the Issuer, triggered by the election by the underwriters of the Issuer's initial public offering to partially exercise their option to purchase additional units and surrender their right to purchase the reminder of the option units.

4. The Private Placement Warrants were purchased by Altimar Sponsor LLC on October 27, 2020. Each Private Placement Warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share of Class A Common Stock, subject to certain adjustments. The Private Placement Warrants may be exercised only during the period commencing 30 days after the first date on which the Issuer completes a business combination and expires five years after the completion of the Issuer's Business Combination or earlier upon redemption or liquidation.

5. Altimar Sponsor, LLC (the "Sponsor") is the sponsor entity of the Issuer. Our Sponsor is controlled by HPS Investment Partners, LLC.

Remarks:

As a result of the Business Combination, the reporting person has ceased to beneficially own more than 10% of the outstanding common stock of the Issuer.

	/s/ Faith Rosenfeld, as Chief Administrative Officer	05/20/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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