SEC Form 3

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* Zahr Marc (Last) (First) (Middle) 399 PARK AVENUE 38TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	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) X Director 10% Owner X Officer (give title below) Other (specify below) Pres. of Oak Street Div.	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
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* Zahr Marc (Last) (First) (Middle) 399 PARK AVENUE 38TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner X Officer (give title below) Other (specify below) Pres. of Oak Street Div.

1. Name and Address of Reporting Person* AUGUSTUS, LLC (Last) (First) (Middle) 399 PARK AVENUE 38TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

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
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