0000899243-21-020916.txt : 20210527 0000899243-21-020916.hdr.sgml : 20210527 20210527181055 ACCESSION NUMBER: 0000899243-21-020916 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210519 FILED AS OF DATE: 20210527 DATE AS OF CHANGE: 20210527 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Laurino Andrew Charles CENTRAL INDEX KEY: 0001861447 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39653 FILM NUMBER: 21974783 MAIL ADDRESS: STREET 1: C/O BLUE OWL CAPITAL INC. STREET 2: 399 PARK AVENUE, 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BLUE OWL CAPITAL INC. CENTRAL INDEX KEY: 0001823945 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 40 W 57TH STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 287-6767 MAIL ADDRESS: STREET 1: 40 W 57TH STREET, 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: ALTIMAR ACQUISITION CORP. DATE OF NAME CHANGE: 20200909 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-05-19 0 0001823945 BLUE OWL CAPITAL INC. OWL 0001861447 Laurino Andrew Charles 399 PARK AVENUE, 38TH FLOOR NEW YORK NY 10022 0 1 0 0 Senior Managing Director Class D common stock 10215643 I See Footnote Blue Owl Operating Group Unit Class B common stock 10215643 I See Footnotes Series E-1 Seller Earnout Unit Class B common stock 420397 I See Footnotes Series E-2 Seller Earnout Unit Class B common stock 420397 I See Footnotes 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). 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. 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. 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. Exhibit 24 - Power of Attorney /s/ Neena A. Reddy, as Attorney-in-Fact 2021-05-27 EX-24 2 attachment1.htm EX-24 DOCUMENT

                               POWER OF ATTORNEY

    Know all by these present, that the undersigned hereby constitutes and
appoints each of Karen Hager, Neena Reddy and Alan Kirshenbaum or any of them
signing individually, and with full power of substitution, the undersigned's
true and lawful attorney-in-fact to:

            (1)   prepare, execute in the name of the undersigned and on behalf
        of the undersigned, and submit to the U.S. Securities and Exchange
        Commission (the "SEC") a Form ID, including amendments thereto, and any
        other documents necessary or appropriate to obtain codes and passwords
        enabling the undersigned to make electronic filings with the SEC;

            (2)   prepare and execute for and on behalf of the undersigned, in
        the undersigned's capacity as an officer, director, director nominee
        and/or beneficial owner of securities of Blue Owl Capital Inc. (the
        "Company"), any Schedule 13D or Schedule 13G, and any amendments,
        supplements or exhibits thereto (including any joint filing agreements)
        required to be filed by the undersigned under Section 13 of the
        Securities Exchange Act of 1934 (the "1934 Act") and the rules
        thereunder, and any and all Forms 3, 4, and 5 required to be filed by
        the undersigned in accordance with Section 16(a) of the 1934 Act and the
        rules thereunder; and

            (3)   seek or obtain, as the undersigned's representative and on the
        undersigned's behalf, information on transactions in the Company's
        securities from any third party, including brokers, employee benefit
        plan administrators and trustees, and the undersigned hereby authorizes
        any such person to release any such information to any attorney-in-fact
        and further approves and ratifies any such release of information.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.

    The undersigned hereby acknowledges that (a) the foregoing attorneys-in-fact
are serving in such capacity at the request of the undersigned; (b) this Power
of Attorney authorizes, but does not require, each such attorney-in-fact to act
in his or her discretion on information provided to such attorney-in-fact
without independent verification of such information; (c) any documents prepared
and/or executed by any attorney-in-fact on behalf of the undersigned pursuant
to this Power of Attorney shall be in such form and shall contain such
information and disclosure as such attorney-in-fact, in his or her sole
discretion, deems necessary or advisable; (d) neither the Company nor any
attorney-in-fact assumes (i) any liability for the undersigned's responsibility
to comply with the requirements of the 1934 Act, (ii) any liability of the
undersigned for any failure to comply with such requirements or (iii) any
obligation or liability of the undersigned for profit disgorgement under Section
16(b) of the 1934 Act; and (e) this Power of Attorney does not relieve the
undersigned from responsibility for compliance with the undersigned's
obligations under the 1934 Act, including, without limitation, the reporting
requirements under Section 13 and Section 16 of the 1934 Act.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Schedules 13D or 13G or Forms 3, 4,
and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing attorney-in-fact Power of Attorney.
Notwithstanding the foregoing, in the event that an attorney-in-fact is no
longer employed by the Company, this Power of Attorney and all authority
conferred hereby shall be immediately terminated with respect to such attorney-
in-fact.

                                 *  *  *  *  *

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 14 day of April, 2021.


                                        /s/ ANDREW LAURINO
                                        -------------------
                                        Name: ANDREW LAURINO
                                        Title: MANAGING DIRECTOR