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Polland Andrew Robert – ‘4’ for 2/29/24 re: Blue Owl Capital Inc.

On:  Friday, 3/1/24, at 8:47pm ET   ·   For:  2/29/24   ·   As:  Officer   ·   Accession #:  950170-24-24266   ·   File #:  1-39653

Previous ‘4’:  ‘4’ on 2/16/24 for 2/15/24   ·   Latest ‘4’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/01/24  Polland Andrew Robert             4          Officer     1:10K  Blue Owl Capital Inc.             Donnelley … Solutions/FA

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML     10K 
                Securities by an Insider -- ownership.xml/5.8


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 

The SEC has not released XSLT Stylesheets needed to render this File’s XML Data as a Form.

This is our “Plain Text” rendering:
 
                                                                                                                                                                                
Ownership Document
 
Schema Version:  X0508
Document Type:  4
Period of Report:  2/29/24
Issuer:
Issuer CIK:  1823945
Issuer Name:  BLUE OWL CAPITAL INC.
Issuer Trading Symbol:  OWL
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1861416
Owner Name:  Polland Andrew Robert
Reporting Owner Address:
Owner Street 1:  399 PARK AVENUE
Owner Street 2:  37TH FLOOR
Owner City:  NEW YORK
Owner State:  NY
Owner ZIP Code:  10022
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  Yes
Is Ten Percent Owner?  No
Is Other?  No
Officer Title:  Chief Operating Officer
Aff 10b5 One?  No
Non-Derivative Table:
Non-Derivative Transaction:
Security Title:
Value:  Class D Shares
Transaction Date:
Value:  2/29/24
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  C
Equity Swap Involved?  No
Footnote ID:  F1
Transaction Amounts:
Transaction Shares:
Value:  124,335
Transaction Price Per Share:
Footnote ID:  F1
Transaction Acquired-Disposed Code:
Value:  D
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  124,334
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  See Footnotes
Footnote ID:  F1
Non-Derivative Transaction:
Security Title:
Value:  Class A Shares
Transaction Date:
Value:  3/1/24
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  C
Equity Swap Involved?  No
Footnote ID:  F2
Transaction Amounts:
Transaction Shares:
Value:  124,335
Transaction Price Per Share:
Footnote ID:  F2
Transaction Acquired-Disposed Code:
Value:  A
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  124,335
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  See Footnotes
Footnote ID:  F2
Non-Derivative Holding:
Security Title:
Value:  Class A Shares
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  289,431
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Table:
Derivative Transaction:
Security Title:
Value:  Blue Owl Operating Group Units
Conversion or Exercise Price:
Footnote ID:  F3
Footnote ID:  F4
Transaction Date:
Value:  2/29/24
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  C
Equity Swap Involved?  No
Footnote ID:  F1
Footnote ID:  F2
Transaction Amounts:
Transaction Shares:
Value:  124,335
Transaction Price Per Share:
Footnote ID:  F1
Footnote ID:  F2
Transaction Acquired-Disposed Code:
Value:  D
Exercise Date:
Footnote ID:  F3
Footnote ID:  F4
Expiration Date:
Footnote ID:  F3
Footnote ID:  F4
Underlying Security:
Underlying Security Title:
Value:  Class B Shares
Underlying Security Shares:
Value:  124,335
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  124,334
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  See Footnotes
Footnote ID:  F1
Footnotes:
Footnote - F1:  On February 29, 2024, the Reporting Person received a distribution of 124,335 Blue Owl Operating Group Units and an equal number of Class D Shares that were previously held by Dyal Capital SLP LP on behalf of Mr. Polland, his spouse or one or more entities controlled by him and immediately contributed such interests to a vehicle controlled by the Issuer ("Exchange Vehicle"). Such contribution and distribution are each exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16a-13 thereunder. In connection with such contribution, the Class D Shares were converted into Class C Shares.
Footnote - F2:  On March 1, 2024, on behalf of the Reporting Person, the Exchange Vehicle exchanged 124,335 Blue Owl Operating Group Units for 124,335 Class A Shares pursuant to the terms of the Exchange Agreement (the "Exchange"). Upon Exchange, 124,335 Class C Shares were surrendered to the Issuer and automatically cancelled.
Footnote - F3:  Each Blue Owl Operating Group Unit (which consists of one common unit of Blue Owl Capital Carry LP, a Delaware limited partnership ("Blue Owl Carry"), and one common unit of Blue Owl Capital Holdings LP, a Delaware limited partnership ("Blue Owl Holdings" and together with Blue Owl Carry, the "Blue Owl Operating Partnerships" and such common units, the "Blue Owl Operating Group Units")), upon the cancellation of an equal number of shares of Class D Common Stock (the "Class D Shares") or Class C Common Stock (the "Class C Shares") of Blue Owl Capital Inc. (the "Issuer"), as applicable, may be exchanged from time to time for an equal number of newly issued shares of Class B Common Stock (the "Class B Shares") or Class A Common Stock (the "Class A Shares"),
Footnote - F4:  (Continued from footnote 3) as applicable, subject to any applicable transfer restrictions and the terms of the Second Amended & Restated Exchange Agreement, dated as of February 21, 2024 (the "Exchange Agreement"), or (at the election of an exchange committee of the general partner of the Blue Owl Operating Partnerships) 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.
Remarks:  The reported transactions do not result in, and do not reflect, any change in the Reporting Person's pecuniary interest.
Owner Signature:
Signature Name:  /s/ Neena A. Reddy, as Attorney-in-Fact
Signature Date:  3/1/24


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