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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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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BLUE OWL CAPITAL INC. [ OWL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/29/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 D Shares | 02/29/2024 | C(1) | 124,335 | D | (1) | 124,334 | I | See Footnotes(1) | ||
Class A Shares | 03/01/2024 | C(2) | 124,335 | A | (2) | 124,335 | I | See Footnotes(2) | ||
Class A Shares | 289,431 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Blue Owl Operating Group Units | (3)(4) | 02/29/2024 | C(1)(2) | 124,335 | (3)(4) | (3)(4) | Class B Shares | 124,335 | (1)(2) | 124,334 | I | See Footnotes(1) |
Explanation of Responses: |
1. On February 29, 2024, the Reporting Person received a distribution of 124,335 Blue Owl Operating Group Units and an equal number of Class D Shares that were previously held by Dyal Capital SLP LP on behalf of Mr. Polland, his spouse or one or more entities controlled by him and immediately contributed such interests to a vehicle controlled by the Issuer ("Exchange Vehicle"). Such contribution and distribution are each exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16a-13 thereunder. In connection with such contribution, the Class D Shares were converted into Class C Shares. |
2. On March 1, 2024, on behalf of the Reporting Person, the Exchange Vehicle exchanged 124,335 Blue Owl Operating Group Units for 124,335 Class A Shares pursuant to the terms of the Exchange Agreement (the "Exchange"). Upon Exchange, 124,335 Class C Shares were surrendered to the Issuer and automatically cancelled. |
3. Each Blue Owl Operating Group Unit (which consists of one common unit of Blue Owl Capital Carry LP, a Delaware limited partnership ("Blue Owl Carry"), and one common unit of Blue Owl Capital Holdings LP, a Delaware limited partnership ("Blue Owl Holdings" and together with Blue Owl Carry, the "Blue Owl Operating Partnerships" and such common units, the "Blue Owl Operating Group Units")), upon the cancellation of an equal number of shares of Class D Common Stock (the "Class D Shares") or Class C Common Stock (the "Class C Shares") of Blue Owl Capital Inc. (the "Issuer"), as applicable, may be exchanged from time to time for an equal number of newly issued shares of Class B Common Stock (the "Class B Shares") or Class A Common Stock (the "Class A Shares"), |
4. (Continued from footnote 3) as applicable, subject to any applicable transfer restrictions and the terms of the Second Amended & Restated Exchange Agreement, dated as of February 21, 2024 (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. |
Remarks: |
The reported transactions do not result in, and do not reflect, any change in the Reporting Person's pecuniary interest. |
/s/ Neena A. Reddy, as Attorney-in-Fact | 03/01/2024 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |