Michael Douglass Rees - May 14, 2025 Form 4 Insider Report for BLUE OWL CAPITAL INC. (OWL)

Signature
/s/ Neena A. Reddy, as Attorney-in-Fact
Stock symbol
OWL
Transactions as of
May 14, 2025
Transactions value $
$0
Form type
4
Date filed
5/16/2025, 09:00 PM
Previous filing
May 9, 2025
Next filing
Aug 8, 2025

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Rees Michael Douglass Co-President, Director 399 PARK AVENUE, 37TH FLOOR, NEW YORK /s/ Neena A. Reddy, as Attorney-in-Fact 2025-05-16 0001861792

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OWL Class C Shares Conversion of derivative security -20M -29.95% 46.8M May 14, 2025 See Footnote F1, F2
transaction OWL Class A Shares Conversion of derivative security +20M 20M May 14, 2025 See Footnote F1, F2
transaction OWL Class A Shares Sale -20M -100% 0 May 14, 2025 See Footnote F1, F3
holding OWL Class C Shares 4.24M May 14, 2025 See Footnote F5
holding OWL Class C Shares 100K May 14, 2025 See Footnote F6

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 Conversion of derivative security -20M -29.95% 46.8M May 14, 2025 Class A Shares 20M See Footnote F1, F2, F4
holding OWL Blue Owl Operating Group Units 4.24M May 14, 2025 Class A Shares 4.24M See Footnote F5
holding OWL Blue Owl Operating Group Units 100K May 14, 2025 Class A Shares 100K See Footnote F4, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On May 14, 2025, 20,000,000 shares of Class C Common Stock of the Issuer ("Class C Shares") and an equal number of Blue Owl Operating Group Units (as defined below) were distributed by Owl Rock Capital Feeder LLC, a Delaware limited liability company ("Owl Rock Feeder"), to Dyal Capital Partners IV Holdings (A) LP, a Delaware limited partnership ("Dyal IV"), for no consideration. The reporting person has an indirect economic interest in Dyal IV and may be deemed to beneficially own the reported securities. The reporting person expressly disclaims beneficial ownership of the securities held by Dyal IV except to the extent of his indirect pecuniary interest therein.
F2 On May 14, 2025, Dyal IV exchanged (the "Exchange") 20,000,000 Blue Owl Operating Group Units for 20,000,000 shares of Class A Common Stock of the Issuer ("Class A Shares") pursuant to the terms of the Third Amended & Restated Exchange Agreement, dated as of April 1, 2025 (the "Exchange Agreement"). Upon the Exchange, 20,000,000 Class C Shares were surrendered and automatically cancelled.
F3 The reported securities were sold by Dyal IV to a registered broker in an unregistered block trade at a per share price of $19.78.
F4 Each Blue Owl Operating Group Unit, which consists of one common unit of Blue Owl Capital Holdings LP ("Blue Owl Holdings"), upon the cancellation of an equal number of shares of Class D Common Stock of the Issuer or Class C Shares of the Issuer, as applicable, may be exchanged from time to time for an equal number of newly issued shares of Class B Common Stock of the Issuer or Class A Shares, as applicable, subject to any applicable transfer restrictions and the terms of the Exchange Agreement, or (at the election of an exchange committee of the general partner of Blue Owl Holdings) a cash payment equal to the five-day volume weighted average price of the Class A Shares immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire.
F5 Represents Class C Shares and Blue Owl Group Operating Units issued or to be issued to Blue Owl Management Vehicle LP, a Delaware limited partnership ("Blue Owl Management Vehicle"), in respect of Class P Units of Blue Owl Holdings issued to Blue Owl Management Vehicle on behalf of the reporting person pursuant to the Second Amended and Restated Blue Owl Capital Inc. 2021 Omnibus Equity Incentive Plan, as amended from time to time. The reporting person holds Incentive Units of Blue Owl Management Vehicle, which correspond to the Class P Units and the resulting Common Units and Class C Shares on a 1-for-1 basis.
F6 The reported securities represent securities received by Blue Owl GP Stakes II (A) LP, a Cayman Islands exempted limited partnership ("GPSC II"), in a pro rata distribution for no consideration exempt under Rule 16a-9 under the Securities Exchange Act of 1934, as amended. As a member of the investment committee that controls GPSC II, which makes investment decisions by unanimous consent, the Reporting Person has a reportable interest in the securities held indirectly by GPSC II but expressly disclaims beneficial ownership except to the extent of his pecuniary interest therein.