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)
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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 ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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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 D common stock | 73,428,587 | I | See Footnotes(1)(2) |
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 Unit | (3) | (3) | Class B common stock | 73,428,587 | (3) | I | See Footnotes(1)(2)(3) |
Series E-1 Seller Earnout Unit | (4) | (4) | Class B common stock(3)(4) | 3,021,752 | (4) | I | See Footnotes(1)(2)(4) |
Series E-2 Seller Earnout Unit | (5) | (5) | Class B common stock(3)(5) | 3,021,753 | (5) | I | See Footnotes(1)(2)(5) |
Explanation of Responses: |
1. Consists of 73,428,587 shares of Class D common stock, 73,428,587 Blue Owl Operating Group Units (as described in footnote (3)) and 6,043,505 Seller Earnout Units (as described in footnotes (4) and (5)) held directly by Dyal Capital SLP LP ("Dyal SLP") on behalf of Mr. Rees, his spouse and one or more entities controlled by him. By virtue of Mr. Rees's indirect control of the general partner of, and his indirect interest in, Dyal SLP, Mr. Rees may be deemed to beneficially own all of the shares of Class D common stock, Blue Owl Operating Group Units and Seller Earnout Units held by Dyal SLP. |
2. (Continued from Footnote 1) Mr. Rees expressly disclaims beneficial ownership of the shares and units held by Dyal SLP, including any shares of Class B common stock that may be acquired upon exchange of Blue Owl Operating Group Units and the cancellation of an equal number of shares of Class D common stock, and the Blue Owl Operating Group Units and shares of Class D common stock issuable in respect of the Seller Earnout Units upon the satisfaction of certain vesting conditions, in each case, 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 (4) and (5). |
3. 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 from time to time for an equal number of newly issued shares of Class B common stock, 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 exchange 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. |
4. Dyal SLP has the right to acquire 3,021,752 Blue Owl Operating Group Units and an equal number of shares of Class D common stock on behalf of Mr. Rees, his spouse, or 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. |
5. Dyal SLP has the right to acquire 3,021,753 Blue Owl Operating Group Units and an equal number of shares of Class D common stock on behalf of Mr. Rees, his spouse, or one or more vehicles controlled by him, if (i) the volume-weighted average share price on 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. |