Statement of Changes in Beneficial Ownership (4)
November 05 2021 - 4:25PM
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
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
Dyal Capital SLP LP |
2. Issuer Name and Ticker or Trading Symbol
BLUE OWL CAPITAL INC.
[
OWL
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 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)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security (Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code (Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Class D Shares | 11/3/2021 | | C(1)(2) | | 5465377 | A | (1)(2) | 143739427 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
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) | | | 5465377 | (1)(2) | (1)(2) | Class B Shares | 5465377.0 | (1)(2) | 0 | D | |
Blue Owl Operating Group Units | (3) | 11/3/2021 | | C (1)(2) | | 5465377 | | (3) | (3) | Class B Shares | 5465377.0 | (1)(2) | 143739427 | D | |
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 person became entitled to indirectly receive shares of Blue Owl Capital Inc.'s (the "Issuer") 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 person's 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) | Each Blue Owl Operating Group Unit, upon the cancellation of an equal number of Class D Shares, may be exchanged from time to time for an equal number of newly issued shares of Class B common stock ("Class B Shares"), 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 shares of Class A common stock immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire. |
Remarks: Michael Rees is a director of Blue Owl Capital Inc. and indirectly controls Dyal Capital SLP LP ("Dyal SLP"). On the basis of the relationship between Dyal SLP and Mr. Rees, Dyal SLP may be subject to Section 16 of the 1934 Act as if it were a director of the Issuer. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Dyal Capital SLP LP 399 PARK AVENUE 38TH FLOOR NEW YORK, NY 10022 |
|
|
| See Remarks |
Signatures
|
/s/ Neena A. Reddy, as Attorney-in-Fact | | 11/5/2021 |
**Signature of Reporting Person | Date |
Altimar Acquisition (NYSE:ATAC)
Historical Stock Chart
From Jun 2024 to Jul 2024
Altimar Acquisition (NYSE:ATAC)
Historical Stock Chart
From Jul 2023 to Jul 2024