| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | OWL | Class D common Stock | 66.8M | May 19, 2021 | See Footnotes | F1, F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | OWL | Blue Owl Operating Group Unit | May 19, 2021 | Class B common stock | 66.8M | See Footnotes | F1, F2, F3, F4 | |||||||
| holding | OWL | Series E-1 Seller Earnout Unit | May 19, 2021 | Class B common stock | 2.79M | See Footnotes | F1, F2, F3, F4, F5 | |||||||
| holding | OWL | Series E-2 Seller Earnout Unit | May 19, 2021 | Class B common stock | 2.79M | See Footnotes | F1, F2, F3, F4, F6 |
| Id | Content |
|---|---|
| F1 | Owl Rock Capital Partners LP ("Owl Rock Capital Partners") is the managing member of Owl Rock Capital Feeder LLC ("Owl Rock Feeder"). Owl Rock Capital Partners is managed by its general partner, Owl Rock Capital Partners (GP) LLC, 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. Due to certain provisions in the organizational documents of Owl Rock Capital Partners LP and Owl Rock Capital Partners (GP) LLC, Mr. Ostrover may be deemed to beneficially own the shares of Class C common stock and Class D common stock, the Blue Owl Operating Group Units and the Seller Earnout Units held by Owl Rock Capital Feeder LLC. Mr. Ostrover expressly disclaims beneficial ownership of the shares and units held by Owl Rock Feeder, |
| F2 | (Continued from Footnote 2) including any shares of Class A common stock or Class B common stock that may be acquired upon exchange of Blue Owl Operating Group Units and the cancellation of Class C common stock or Class D common stock, as applicable, and Blue Owl Operating Group Units and shares of Class C common stock and Class D common stock issuable in respect of the Seller Earnout Units upon the satisfaction of certain vesting conditions, in each case, except to the extent of his pecuniary interest therein.The shares of Class D common stock and Blue Owl Operating Group Units reflected in Tables I and II do not include the shares and units that may become issuable in respect of the Series E-1 and E-2 Seller Earnout Units as described in footnotes (5) and (6). |
| F3 | Consists of 66,762,175 shares of Class D common stock, 66,762,175 Blue Owl Operating Group Units (as described in footnote (4)) and 5,587,312 Seller Earnout Units (as described in footnotes (5) and (6)) held directly by Owl Rock Capital Feeder LLC ("Owl Rock Feeder"); 53.26% of which is held on behalf of Mr. Ostrover, 21.74% of which is held on behalf of Mr. Ostrover's spouse, Julie J. Ostrover, and 25.00% of which is held on behalf of The Douglas I. Ostrover 2016 Descendants' Trust. Mr. Ostrover expressly disclaims beneficial ownership of the securities held by Owl Rock Feeder except to the extent of his pecuniary interest therein. |
| F4 | Each Blue Owl Operating Group Unit (which consists of one common unit of Blue Owl Capital Carry LP and one common unit of Blue Owl Capital Holdings LP), upon the cancellation of an equal number of shares of Class D common stock, may be exchanged for an equal number of newly issued shares of Class B common stock from time to time, subject to any applicable transfer restrictions and the terms of the Exchange Agreement, dated as of May 19, 2021 (the "Exchange Agreement") or (at the election 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. |
| F5 | Owl Rock Feeder has the right to acquire 2,793,656 Blue Owl Operating Group Units and an equal number of shares of Class D common stock, 53.26% of which are held on behalf of Mr. Ostrover, 21.74% of which are held on behalf of Mr. Ostrover's spouse, Julie J. Ostrover, and 25.00% of which are held on behalf of The Douglas I. Ostrover 2016 Descendants' Trust, if (i) the volume-weighted average share price on Blue Owl's Class A common stock is $12.50 or above for 20 consecutive days within 5 years after May 19, 2021 (the "Closing Date") or (ii) there is a merger, consolidation, tender offer, exchange offer, business combination or sale at or above the relevant vesting metric. Mr. Ostrover expressly disclaims beneficial ownership of the securities held by Owl Rock Feeder except to the extent of his pecuniary interest therein. |
| F6 | Owl Rock Feeder has the right to acquire 2,793,656 Blue Owl Operating Group Units and an equal number of shares of Class D common stock, 53.26% of which are held on behalf of Mr. Ostrover, 21.74% of which are held on behalf of Mr. Ostrover's spouse, Julie J. Ostrover, and 25.00% of which are held on behalf of The Douglas I. Ostrover 2016 Descendants' Trust, if (i) the volume-weighted average share price on Blue Owl's Class A common stock is $15.00 or above for 20 consecutive days within 5 years after the Closing Date or (ii) there is a merger, consolidation, tender offer, exchange offer, business combination or sale at or above the relevant vesting metric. Mr. Ostrover expressly disclaims beneficial ownership of the securities held by Owl Rock Feeder except to the extent of his pecuniary interest therein. |
Exhibit 24 - Power of Attorney