Douglas I. Ostrover - Jul 21, 2021 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
Jul 21, 2021
Transactions value $
$0
Form type
4
Date filed
7/23/2021, 04:30 PM
Previous filing
May 27, 2021
Next filing
Nov 5, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OWL CLASS D COMMON STOCK Conversion of derivative security +2.79M +4.18% 69.6M Jul 21, 2021 See Footnotes F1, F2, F3, F4

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 +2.79M +4.18% 69.6M Jul 21, 2021 Class B common stock 2.79M See Footnotes F1, F2, F3, F4
transaction OWL SERIES E-1 SELLER EARNOUT UNITS Conversion of derivative security -2.79M -100% 0 Jul 21, 2021 Class B common stock 2.79M 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 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 receive shares of Blue Owl Capital Inc.'s (the "Issuer") Class D common stock and an equal number of Blue Owl Operating Group Units issuable in respect of his Seller Earnout Units following the occurrence of a Triggering Event (as defined in the BCA).
F2 The first "Triggering Event" occurred when the volume weighted average share price equals or exceeds $12.50 per share for any 20 consecutive trading days following the Closing (as defined in the BCA).
F3 Consists of 69,555,831 shares of Class D common stock, and an equal number of Blue Owl Operating Group Units (as described in footnote (4)) 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 from time to time for an equal number of newly issued shares of Class B common stock, 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.