| 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 12/29/2021 | 3. Issuer Name and Ticker or Trading Symbol BLUE OWL CAPITAL INC. [ OWL ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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| 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 C Shares | 22,753,886 | I | See Footnote(1) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Blue Owl Operating Group Units | (2) | (2) | Class A Shares | 22,753,886 | (2) | I | See Footnote(1) |
| First Earnout Units | (3) | (3) | Class A Shares | 11,376,943 | (3) | I | See Footnote(1) |
| Second Earnout Units | (4) | (4) | Class A Shares | 11,376,943 | (4) | I | See Footnote(1) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Consists of an aggregate of 22,753,886 shares of Blue Owl Capital Inc.'s Class C common stock ("Class C Shares"), 22,753,886 Blue Owl Operating Group Units (as described in footnote (2)) and 22,753,886 Earnout Units (as described in footnotes (3) and (4)) held directly by Augustus, LLC, an Illinois limited liability company ("Augustus") on behalf of Marc Zahr, his spouse and one or more vehicles controlled by him. |
| 2. Upon the cancellation of an equal number of Class C Shares, 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 (collectively, the "Blue Owl Partnerships")) may be exchanged from time to time at the request of the Reporting Person for an equal number of newly issued shares of Blue Owl Capital Inc.'s Class A common stock ("Class A Shares") (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 Class A Shares immediately prior to the applicable exchange date). Blue Owl Operating Group Units do not expire. |
| 3. Upon the occurrence of a Triggering Event with respect to the First Earnout Units set forth in the Agreement and Plan of Merger, dated as of October 17, 2021 (as amended, the "Merger Agreement"), by and among Blue Owl Capital Inc., Blue Owl Capital GP LLC, the Blue Owl Partnerships, Flyer Merger Sub I, LLC, Flyer Merger Sub II, LP, OSREC GP Holdings, LP, Oak Street Real Estate Capital, LLC, SASC Feeder, LP, and Augustus, LLC, 11,376,943 Blue Owl Operating Group Units and an equal number of Class C Shares will be earned and held by Augustus on behalf of Mr. Zahr, his spouse and one or more vehicles controlled by him. |
| 4. Upon the occurrence of a Triggering Event with respect to the Second Earnout Units set forth in the Merger Agreement, 11,376,943 Blue Owl Operating Group Units and an equal number of Class C Shares will be earned and held by Augustus, LLC on behalf of Mr. Zahr, his spouse and one or more vehicles controlled by him. |
| Remarks: |
| Marc Zahr is a director of Blue Owl Capital Inc. and directly controls Augustus, LLC as its Member. On the basis of the relationship between Augustus, LLC and Mr. Zahr, Augustus, LLC may be subject to Section 16 of the 1934 Act as if it were a director of Blue Owl Capital, Inc. |
| Marc Zahr, By: /s/ Neena A. Reddy, as Attorney-in-Fact | 01/10/2022 | |
| Augustus, LLC, By: /s/ Neena A. Reddy, as Attorney-in-Fact | 01/10/2022 | |
| ** 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. | ||
