Statement of Changes in Beneficial Ownership (4)
November 05 2021 - 4:24PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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
*
Owl Rock Capital Feeder LLC |
2. Issuer Name and Ticker or Trading Symbol
BLUE OWL CAPITAL INC.
[
OWL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) __X__ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
399 PARK AVENUE, 38TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/3/2021 |
(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class C Shares | 11/3/2021 | | C(1)(2) | | 4500000 | A | (1)(2) | 116540000 | I | See Footnotes (3) |
Class D Shares | 11/3/2021 | | C(1)(2) | | 6772500 | A | (1)(2) | 175392700 | I | See Footnotes (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Series E-2 Seller Earnout Units | (1)(2) | 11/3/2021 | | C (1)(2) | | | 4500000 | (1)(2) | (1)(2) | Class A Shares | 4500000.0 | (1)(2) | 0 | I | See Footnotes (3) |
Series E-2 Seller Earnout Units | (1)(2) | 11/3/2021 | | C (1)(2) | | | 6772500 | (1)(2) | (1)(2) | Class B Shares | 6772500.0 | (1)(2) | 0 | I | See Footnotes (4) |
Blue Owl Operating Group Units | (5) | 11/3/2021 | | C (1)(2) | | 4500000 | | (5) | (5) | Class A Shares | 4500000.0 | (1)(2) | 116540000 | I | See Footnotes (3) |
Blue Owl Operating Group Units | (5) | 11/3/2021 | | C (1)(2) | | 6772500 | | (5) | (5) | Class B Shares | 6772500.0 | (1)(2) | 175392700 | I | See Footnotes (4) |
Explanation of Responses: |
(1) | Pursuant to the terms of that certain Business Combination Agreement, dated as of December 23, 2020 (as the same has been amended, modified, supplemented or waived from time to time, the "Business Combination Agreement" or "BCA"), by and among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC, the reporting persons became entitled to receive shares of Blue Owl Capital Inc.'s (the "Issuer") Class C common stock ("Class C Shares") and Class D common stock ("Class D Shares") and an equal number of 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) issuable in respect of the reporting persons' Series E-2 Seller Earnout Units following the occurrence of a Triggering Event (as defined in the BCA). |
(2) | The "Triggering Event" occurred on November 3, 2021, when the volume weighted average share price exceeded $15.00 per share for 20 consecutive trading days. |
(3) | Consists of 116,540,000 Class C Shares and an equal number of Blue Owl Operating Group Units held directly by Owl Rock Capital Feeder LLC ("Owl Rock Feeder") on behalf of Dyal Capital Partners IV Holdings (A) LP. Owl Rock Capital Partners LP ("Owl Rock Capital Partners") is the managing member of Owl Rock Feeder. Owl Rock Capital Partners is managed by its general partner, Owl Rock Capital Partners (GP) LLC (Owl Rock Capital Partners GP), which is governed by an executive committee comprised of Messrs. Ostrover, Lipschultz and Packer with decisions over certain matters requiring the vote of Mr. Ostrover. Each of the foregoing and their affiliates expressly disclaim beneficial ownership of the securities held by Owl Rock Feeder except to the extent of their respective pecuniary interests therein. |
(4) | Consists of an aggregate of 175,392,700 Class D Shares and an equal number of Blue Owl Operating Group Units held directly by Owl Rock Feeder on behalf of Messrs. Ostrover, Lipschultz, Kirshenbaum and Packer, their respective spouses and vehicles controlled by them (collectively, the "Owl Rock Principals"). Owl Rock Capital Partners is the managing member of Owl Rock Feeder. Owl Rock Capital Partners is managed by its general partner, Owl Rock Capital Partners GP, which is governed by an executive committee comprised of Messrs. Ostrover, Lipschultz and Packer with decisions over certain matters requiring the vote of Mr. Ostrover. Each of the foregoing and their affiliates expressly disclaims beneficial ownership of the securities held by Owl Rock Feeder except to the extent of their respective pecuniary interests therein. |
(5) | Each Blue Owl Operating Group Unit, upon the cancellation of an equal number of Class C Shares or Class D Shares, may be exchanged from time to time for an equal number of newly issued shares of Class A common stock ("Class A Shares") or Class B common stock ("Class B Shares"), respectively, subject to any applicable transfer restrictions and the terms of the Exchange Agreement, dated as of May 19, 2021, 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 the Issuer's Class A Shares immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire. |
Remarks: Douglas Ostrover is a director of Blue Owl Capital Inc. and indirectly controls Owl Rock Feeder and Owl Rock Capital Partners. On the basis of the relationship between Owl Rock Feeder, Owl Rock Capital Partners and Mr. Ostrover, each of Owl Rock Feeder and Owl Rock Capital Partners may be subject to Section 16 of the 1934 Act as if it were a director of Blue Owl Capital Inc. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Owl Rock Capital Feeder LLC 399 PARK AVENUE 38TH FLOOR NEW YORK, NY 10022 |
| X |
| See Remarks |
Owl Rock Capital Partners LP 399 PARK AVENUE 38TH FLOOR NEW YORK, NY 10022 |
| X |
| See Remarks |
Signatures
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Owl Rock Capital Feeder LLC, By:
Alan J. Kirshenbaum Its: Authorized Signatory | | 11/5/2021 |
**Signature of Reporting Person | Date |
Owl Rock Capital Partners LP, By:
Alan J. Kirshenbaum Its: Authorized Signatory | | 11/5/2021 |
**Signature of Reporting Person | Date |
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