Michael Douglass Rees - 13 Sep 2024 Form 4 Insider Report for BLUE OWL CAPITAL INC. (OWL)

Role
Co-President, Director
Signature
/s/ Neena A. Reddy, as Attorney-in-Fact
Issuer symbol
OWL
Transactions as of
13 Sep 2024
Transactions value $
$0
Form type
4
Filing time
13 Sep 2024, 20:30:06 UTC
Previous filing
12 Aug 2024
Next filing
08 Nov 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OWL Class D Shares Gift -1M -1.26% 78.5M 13 Sep 2024 See Footnotes F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction OWL Blue Owl Operating Group Units Gift -1M -1.26% 78.5M 13 Sep 2024 Class B Shares 1M See Footnotes F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reported transaction represents a gift/charitable donation of securities indirectly owned through Dyal Capital SLP LP ("Dyal SLP") that were distributed to the reporting person and donated to National Philanthropic Trust, a Pennsylvania non-profit corporation, to be held in a donor-advised fund.
F2 Consists of an aggregate of 78,472,092 shares of 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) associated with such Class D Shares, held directly by Dyal SLP, on behalf of Mr. Rees, his spouse and one or more entities controlled by him. Mr. Rees expressly disclaims beneficial ownership of the securities held by Dyal SLP except to the extent of his pecuniary interest therein.
F3 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 Second Amended and Restated Exchange Agreement, dated as of February 21, 2024, 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:

The reported amounts do not include Blue Owl Operating Group Units associated with the Issuer's Class C common stock beneficially owned by the reporting person, as they represent a different class of security from the Blue Owl Operating Group Units associated with the Issuer's Class D Shares reported in this statement.