Craig Packer - Jul 21, 2021 Form 4 Insider Report for BLUE OWL CAPITAL INC. (OWL)

Role: Senior Managing Director, Director
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: Jul 9, 2021
Next filing: Aug 25, 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		+1.35M	+4.18%		33.7M	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		+1.35M	+4.18%		33.7M	Jul 21, 2021	Class B common stock	1.35M		See Footnotes	F1, F2, F3, F4
transaction	OWL	SERIES E-1 SELLER EARNOUT UNITS	Conversion of derivative security		-1.35M	-100%		0	Jul 21, 2021	Class B common stock	1.35M		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 an aggregate of 33,724,040 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"), 72.98% of which is held on behalf of Mr. Packer; 12.52% of which is held on behalf of Packer Family Trust 2017 over which Mr. Packer has sole investment and voting power; and 14.50% of which is held on behalf of Mr. Packer's spouse, Suzanne E. Packer. Mr. Packer 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.