Marc Zahr Form 4 Blue Owl Real Estate Net Lease Trust / Marc Zahr ownership change

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^*

Zahr Marc

(Last) (First) (Middle)

C/O BLUE OWL REAL ESTATE NET LEASE TRUST

30 N. LASALLE ST., SUITE 4140

(Street)

CHICAGO IL 60602

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Blue Owl Real Estate Net Lease Trust [ NONE ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
01/17/2024

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

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
Blue Owl NLT Operating Partnership Units(1)	(1)	01/17/2024(2)		A(3)		1,145,085.416		(1)	(1)	Class I common shares of beneficial interest	1,145,085.416	$0	1,145,085.416	I	By Blue Owl Real Estate Net Lease Trust CPV LP(3)
Blue Owl NLT Operating Partnership Units(1)	(1)							(1)	(1)	Class I common shares of beneficial interest	285,128.264		285,128.264	D
Blue Owl NLT Operating Partnership Units(1)	(1)							(1)	(1)	Class I common shares of beneficial interest	3,252,105.584		3,252,105.584	I	By Augustus LLC

Explanation of Responses:

1. Represents Class I limited partner interests in Blue Owl NLT Operating Partnership LP, formerly known as OakTrust Operating Partnership, L.P. ("Blue Owl NLT Operating Partnership Units"), which may, subject to certain restrictions, be exchanged for a corresponding number of Class I common shares of beneficial interest, par value $0.01 per share or the cash equivalent. Blue Owl NLT Operating Partnership Units do not expire.

2. Represents the date on which the annual performance allocation for fiscal year 2023 was determined.

3. Securities issued to Blue Owl Real Estate Net Lease Trust CPV LP, as performance allocation, a portion of which is allocable to the Reporting Person. Reporting Person disclaims beneficial ownership of these securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

Remarks:

	/s/ Karen Hager, as Attorney-in-Fact	01/19/2024
	** 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.