Andrew Charles Laurino Form 3 BLUE OWL CAPITAL / Andrew Charles Laurino ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Laurino Andrew Charles

(Last)

(First)

(Middle)

399 PARK AVENUE, 38TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/19/2021

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Senior Managing Director

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class D common stock	10,215,643	I	See Footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Blue Owl Operating Group Unit	⁽²⁾	⁽²⁾	Class B common stock	10,215,643	⁽²⁾	I	See Footnotes⁽¹⁾⁽²⁾
Series E-1 Seller Earnout Unit	⁽³⁾	⁽³⁾	Class B common stock⁽²⁾⁽³⁾	420,397	⁽³⁾	I	See Footnotes⁽¹⁾⁽³⁾
Series E-2 Seller Earnout Unit	⁽⁴⁾	⁽⁴⁾	Class B common stock⁽²⁾⁽⁴⁾	420,397	⁽⁴⁾	I	See Footnotes⁽¹⁾⁽⁴⁾

Explanation of Responses:

1. Consists of an aggregate of 10,215,643 shares of Class D common stock, 10,215,643 Blue Owl Operating Group Units (as described in footnote (2)) and 840,794 Seller Earnout Units (as described in footnotes (3) and (4)) held directly by Dyal Capital SLP LP ("Dyal SLP") on behalf of Mr. Laurino, his spouse or one or more entities controlled by him. Mr. Laurino expressly disclaims beneficial ownership of the securities held by Dyal SLP except to the extent of his pecuniary interest therein. The shares of Class D common stock and Blue Owl Operating Group Units reflected in Tables I and II do not include the shares and units that may become issuable in respect of the Series E-1 and E-2 Seller Earnout Units as described in footnotes (3) and (4).

2. Each Blue Owl Operating Group Unit (which consists of one common unit of Blue Owl Capital Carry LP and one common unit of Blue Owl Capital Holdings LP), upon the cancellation of an equal number of shares of Class D common stock, may be exchanged for an equal number of newly issued shares of Class B common stock from time to time, subject to any applicable transfer restrictions and the terms of the Exchange Agreement, dated as of May 19, 2021 (the "Exchange Agreement") or (at the election of an election 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. Dyal SLP has the right to acquire 420,397 Blue Owl Operating Group Units and an equal number of shares of Class D common stock on behalf of Mr. Laurino, his spouse and one or more vehicles controlled by him if (i) the volume-weighted average share price on Blue Owl's Class A common stock is $12.50 or above for 20 consecutive 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.

4. Dyal SLP has the right to acquire 420,397 Blue Owl Operating Group Units and an equal number of shares of Class D common stock on behalf of Mr. Laurino, his spouse and one or more vehicles controlled by him if (i) the volume-weighted average share price on Blue Blue Owl's Class A common stock is $15.00 or above for 20 consecutive 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.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Neena A. Reddy, as Attorney-in-Fact	05/27/2021
	** 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 5 (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.

Andrew Charles Laurino Form 3BLUE OWL CAPITAL / Andrew Charles Laurino ownership change