SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Laurino Andrew Charles
(Last) (First) (Middle)
399 PARK AVENUE, 37TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BLUE OWL CAPITAL INC. [ OWL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Managing Director
3. Date of Earliest Transaction (Month/Day/Year)
05/06/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class C Shares 05/06/2024 J(1) 19,600,000 A (1) 19,600,000 I See Footnote(1)
Class C Shares 05/06/2024 C(2) 19,600,000 D (2) 0 I See Footnote(1)
Class A Shares 05/06/2024 C(2) 19,600,000 A (2) 19,600,000 I See Footnote(1)
Class A Shares 05/06/2024 S 19,600,000 D (3) 0 I See Footnote(1)
Class A Shares 272,972 D
Class C Shares 1,350,419 I See Footnote(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Blue Owl Operating Group Units (3) 05/06/2024 J(1) 19,600,000 (4)(5) (4)(5) Class A Shares 19,600,000 (1) 19,600,000 I See Footnote(1)
Blue Owl Operating Group Units (3) 05/06/2024 C(2) 19,600,000 (4)(5) (4)(5) Class A Shares 19,600,000 (1)(2) 0 I See Footnote(1)
Blue Owl Operating Group Units (6) (6) (6) Class A Shares (6) 1,350,419 I See Footnote(6)
Explanation of Responses:
1. On May 6, 2024, 19,600,000 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.
2. On May 6, 2024, Dyal IV exchanged (the "Exchange") 19,600,000 Blue Owl Operating Group Units for 19,600,000 shares of Class A Common Stock of the Issuer ("Class A Shares") pursuant to the terms of the Second Amended & Restated Exchange Agreement, dated as of February 21, 2024 (the "Exchange Agreement"). Upon Exchange, 19,600,000 Class C Shares were surrendered and automatically cancelled.
3. The reported securities were sold by Dyal IV to a registered broker in an unregistered block trade at a per share price of $17.97.
4. Each Blue Owl Operating Group Unit (each of 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")), upon the cancellation of an equal number of shares of Class D Common Stock of the Issuer (the "Class D Shares") 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 (the "Class B Shares") or Class A Shares, as applicable, subject to any applicable transfer restrictions and the terms of the Exchange Agreement,
5. (Continued from footnote 4) 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.
6. 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 (each of which consists of one Class P Unit of Blue Owl Holdings and one Class P Unit of Blue Owl Carry) issued to Blue Owl Management Vehicle on behalf of the reporting person pursuant to the 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.
/s/ Alan Kirshenbaum, as Attorney-in-Fact 05/08/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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