Blue Owl Capital Inc.
11/08/2024 | Press release | Distributed by Public on 11/08/2024 15:51
Statement of Changes in Beneficial Ownership - Form 4
Ownership Submission
(Print or Type Responses)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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 control number. | SEC 1474 (9-02) |
(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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Blue Owl Operating Group Units | (5) | 11/06/2024 | J(1) | 30,166,206 | (5) | (5) | Class A Shares | 30,166,206 | (1) | 30,166,206 | I | See Footnote(1) | |||
| Blue Owl Operating Group Units | (5) | 11/06/2024 | C(2) | 30,166,206 | (5) | (5) | Class A Shares | 30,166,206 | (1) | 0 | I | See Footnote(1) | |||
| Blue Owl Operating Group Units | (5) | 11/06/2024 | J(4) | 66,773,794 | (5) | (5) | Class A Shares | 66,773,794 | (4) | 66,773,794 | I | See Footnote(4) | |||
| Blue Owl Operating Group Units | (6) | (6) | (6) | Class A Shares | 1,656,207 | 1,656,207 | I | See Footnote(6) | |||||||
| Blue Owl Operating Group Units | (7) | (5) | (5) | Class A Shares | 100,080 | 100,080 | I | See Footnote(7) |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Ward Sean Jason 399 PARK AVENUE, 37TH FLOOR NEW YORK, NY 10022 |
X | Senior Managing Director |
Signatures
| /s/ Neena A. Reddy, as Attorney-in-Fact | 11/08/2024 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (1) | On November 6, 2024, 30,166,206 shares of Class C Common Stock of the Issuer ("Class C Shares") and an equal number of Blue Owl Operating Group Units (as defined below) were distributed by Owl Rock Capital Feeder LLC, a Delaware limited liability company ("Owl Rock Feeder"), to Dyal Capital Partners IV Holdings (A) LP, a Delaware limited partnership ("Dyal IV"), for no consideration. The reporting person has an indirect economic interest in Dyal IV and may be deemed to beneficially own the reported securities. The reporting person expressly disclaims beneficial ownership of the securities held by Dyal IV except to the extent of his indirect pecuniary interest therein. |
| (2) | On November 6, 2024, Dyal IV exchanged (the "Exchange") 30,166,206 Blue Owl Operating Group Units for 30,166,206 shares of Class A Common Stock of the Issuer ("Class A Shares") pursuant to the terms of the Second Amended & Restated Exchange Agreement, dated as of February 21, 2024 (the "Exchange Agreement"). Upon the Exchange, 30,166,206 Class C Shares were surrendered and automatically cancelled. |
| (3) | The reported securities were sold by Dyal IV to a registered broker in an unregistered block trade at a per share price of $22.70. |
| (4) | On November 6, 2024, Blue Owl Capital GP LLC, as general partner of the Blue Owl Operating Partnerships (defined below), acknowledged and agreed that Dyal IV has the right to request and receive future distributions of Class C Shares and Blue Owl Operating Group Units held by Owl Rock Feeder, on its behalf. As such, investment discretion with respect to the securities held by Owl Rock Feeder on behalf of Dyal IV can be exercised by the investment committee that controls Dyal IV. As a member of such investment committee, which makes investment decisions by unanimous consent, the Reporting Person has a reportable interest in the securities held indirectly by Dyal IV but expressly disclaims beneficial ownership except to the extent of his indirect pecuniary interest therein. |
| (5) | Each Blue Owl Operating Group Unit (each of which consists of one common unit of Blue Owl Capital Carry LP ("Blue Owl Carry"), and one common unit of Blue Owl Capital Holdings LP ("Blue Owl Holdings," and together with Blue Owl Carry, the "Blue Owl Operating Partnerships")), upon the cancellation of an equal number of shares of Class D Common Stock of the Issuer or Class C Shares of the Issuer, as applicable, may be exchanged from time to time for an equal number of newly issued shares of Class B Common Stock of the Issuer or Class A Shares, as applicable, subject to any applicable transfer restrictions and the terms of 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. |
| (6) | Represents Class C Shares and Blue Owl Group Operating Units issued or to be issued to Blue Owl Management Vehicle LP, a Delaware limited partnership ("Blue Owl Management Vehicle"), in respect of Class P Units (each of which consists of one Class P Unit of Blue Owl Holdings and one Class P Unit of Blue Owl Carry) issued to Blue Owl Management Vehicle on behalf of the reporting person pursuant to the Blue Owl Capital Inc. 2021 Amended and Restated Omnibus Equity Incentive Plan, as amended from time to time. The reporting person holds Incentive Units of Blue Owl Management Vehicle, which correspond to the Class P Units and the resulting Common Units and Class C Shares on a 1-for-1 basis. |
| (7) | The reported securities represent securities received by Blue Owl GP Stakes II (A) LP, a Cayman Islands exempted limited partnership ("GPSC II"), in a pro rata distribution for no consideration exempt under Rule 16a-9 under the Securities Exchange Act of 1934, as amended. As a member of the investment committee that controls GPSC II, which makes investment decisions by unanimous consent, the Reporting Person has a reportable interest in the securities held indirectly by GPSC II but expressly disclaims beneficial ownership except to the extent of his pecuniary interest therein. |