OWL Blue Owl Capital Inc

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

1.		NAMES OF REPORTING PERSONS BB Holdings AC LP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH							5.	SOLE VOTING POWER 3,500,000
							6.	SHARED VOTING POWER 0
							7.	SOLE DISPOSITIVE POWER 3,500,000
							8.	SHARED DISPOSITIVE POWER 0
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,500,000
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.6% (1)
12.		TYPE OF REPORTING PERSON PN
(1)	The percent of class was calculated based on 568,254,126 shares of Class A Common Stock outstanding as of September 30, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 6, 2024.

1.		NAMES OF REPORTING PERSONS BB Holdings AA LP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH					5.	SOLE VOTING POWER 20,000,000
					6.	SHARED VOTING POWER 0
					7.	SOLE DISPOSITIVE POWER 20,000,000
					8.	SHARED DISPOSITIVE POWER 0
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,000,000
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.5% (1)
12.		TYPE OF REPORTING PERSON PN
(1)	The percent of class was calculated based on 568,254,126 shares of Class A Common Stock outstanding as of September 30, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 6, 2024.

1.		NAMES OF REPORTING PERSONS ICQ BB GP, LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH							5.	SOLE VOTING POWER 23,500,000
							6.	SHARED VOTING POWER 0
							7.	SOLE DISPOSITIVE POWER 23,500,000
							8.	SHARED DISPOSITIVE POWER 0
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,500,000
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.1% (1)
12.		TYPE OF REPORTING PERSON OO
(1)	The percent of class was calculated based on 568,254,126 shares of Class A Common Stock outstanding as of September 30, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 6, 2024.

1.		NAMES OF REPORTING PERSONS Co-Investment Portfolio 2021 LP
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH							5.	SOLE VOTING POWER 10,000,000
							6.	SHARED VOTING POWER 0
							7.	SOLE DISPOSITIVE POWER 10,000,000
							8.	SHARED DISPOSITIVE POWER 0
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000,000
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.8% (1)
12.		TYPE OF REPORTING PERSON PN
(1)	The percent of class was calculated based on 568,254,126 shares of Class A Common Stock outstanding as of September 30, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 6, 2024.

1.		NAMES OF REPORTING PERSONS ICQ Tactical Opportunities TT GP, LLC
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH							5.	SOLE VOTING POWER 0
							6.	SHARED VOTING POWER 0
							7.	SOLE DISPOSITIVE POWER 0
							8.	SHARED DISPOSITIVE POWER 0
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0%
12.		TYPE OF REPORTING PERSON OO

1.		NAMES OF REPORTING PERSONS Divesh Makan
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH							5.		SOLE VOTING POWER 33,500,000
							6.		SHARED VOTING POWER 0
							7.		SOLE DISPOSITIVE POWER 33,500,000
							8.		SHARED DISPOSITIVE POWER 0
9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,500,000
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.9% (1)
12.		TYPE OF REPORTING PERSON IN
(1)	The percent of class was calculated based on 568,254,126 shares of Class A Common Stock outstanding as of September 30, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 6, 2024.

Item 1.		Issuer
	(a)	Name of Issuer:
		Blue Owl Capital Inc. (the “Issuer”)
	(b)	Address of Issuer’s Principal Executive Offices:
		399 Park Avenue,
		New York, NY 10022
Item 2.		Filing Person
	(a) - (c)		Name of Persons Filing; Address; Citizenship:
		(i)	BB Holdings AC LP, a Delaware limited partnership (“BB Holdings AC”).
		(ii)	BB Holdings AA LP, a Delaware limited partnership (“BB Holdings AA” and, together with BB Holdings AC, the “ICQ Limited Partnerships”).
		(iii)	ICQ BB GP, LLC, a Delaware limited liability company (“ICQ BB”), is the general partner of the ICQ Limited Partnerships.
		(iv)	Co-Investment Portfolio 2021 LP, a Delaware limited partnership (“Co-Investment Portfolio 2021”).
		(v)	Co-Investment Portfolio GP II LP, a Delaware limited partnership (“Co-Investment Portfolio GP”), is the general partner of Co-Investment Portfolio 2021.
		(vi)	ICQ Co-Investment II TT GP, LLC, a Delaware limited liability company (“ICQ Co-Investment”), is the general partner of Co-Investment Portfolio GP.
		(vii)	Tactical Opportunities Portfolio 2020 LP, a Delaware limited partnership (“Tactical Opportunities 2020” and, together with the ICQ Limited Partnerships, the “Limited Partnerships”).
		(viii)	Tactical Opportunities Portfolio GP, LP, a Delaware limited partnership (“Tactical Opportunities Portfolio GP”), the general partner of Tactical Opportunities 2020.
		(ix)	ICQ Tactical Opportunities TT GP, LLC, a Delaware limited liability company (“ICQ Tactical Opportunities” and, together with ICQ BB and ICQ Co-Investment, the “Ultimate General Partners”) is the general partner of Tactical Opportunities Portfolio GP.
		(x)	Divesh Makan, a citizen of the United States (“Makan” and, together with the Limited Partnerships, the Ultimate General Partners, Co-Investment Portfolio GP, Tactical Opportunities GP, the “Reporting Persons”), is the managing member of each of the General Partners and may be deemed to have voting, investment, and dispositive power with respect to the shares held by the Limited Partnerships.
		The address of the principal business office of each of the reporting persons is c/o ICONIQ Capital, 50 Beale Street, Suite 2300, San Francisco, CA 94105.
	(d)	Title of Class of Securities:
		Class A Common Stock, $0.0001 par value per share (“Class A Common Stock”)
	(e)	CUSIP Number:
		09581B 103
Item 3.		If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
(a)		☐		Broker or dealer registered under Section 15 of the Act;
(b)		☐		Bank as defined in Section 3(a)(6) of the Act;
(c)		☐		Insurance company as defined in Section 3(a)(19) of the Act;
(d)		☐		Investment company registered under Section 8 of the Investment Company Act of 1940;
(e)		☐		An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)		☐		An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)		☐		A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)		☐		A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)		☐		A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
(j)		☐		A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k)		☐		Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
				If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Item 4.		Ownership.
		The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons is incorporated herein by reference.
		(a) and (b)    Amount beneficially owned:
(i)			BB Holdings AC directly owns 3,500,000 shares of Class A Common Stock, which represents approximately 0.6% of the outstanding Class A Common Stock. The 3,500,000 shares of Class A Common Stock held by BB Holdings AC represents 0.6% of the aggregate combined voting power of the Class A Common Stock.
(ii)			BB Holdings AA directly owns 20,000,000 shares of Class A Common Stock, which represents approximately 3.5% of the outstanding Class A Common Stock. The 20,000,000 shares of Class A Common Stock held by BB Holdings AA represents 3.5% of the aggregate combined voting power of the Class A Common Stock.
(iii)			ICQ BB may be deemed to beneficially own 23,500,000 shares of Class A Common Stock, held by the ICQ Limited Partnerships, which represents approximately 4.1% of the outstanding Class A Common Stock. The 23,500,000 shares of Class A Common beneficially owned by ICQ BB represents 4.1% of the aggregate combined voting power of the Class A Common Stock.
(iv)			Co-Investment Portfolio 2021 directly owns 10,000,000 shares of Class A Common Stock, which represents approximately 1.8% of the outstanding Class A Common Stock. The 10,000,000 shares of Class A Common Stock held by Co-Investment Portfolio 2021 represents 1.8% of the aggregate combined voting power of the Class A Common Stock.
(v)			Co-Investment Portfolio GP may be deemed to beneficially own 10,000,000 shares of Class A Common Stock, held by Co-Investment Portfolio 2021, which represents approximately 1.8% of the outstanding Class A Common Stock. The 10,000,000 shares of Class A Common Stock beneficially owned by Co-Investment Portfolio GP represents 1.8% of the aggregate combined voting power of the Class A Common Stock.
(vi)			ICQ Co-Investment may be deemed to beneficially own 10,000,000 shares of Class A Common Stock, beneficially owned by the Co-Investment Portfolio GP, which represents approximately 1.8% of the outstanding Class A Common Stock. The 10,000,000 shares of Class A Common Stock beneficially owned by ICQ Co-Investment represents 1.8% of the aggregate combined voting power of the Class A Common Stock.
(vii)			Tactical Opportunities 2020 does not beneficially own any shares of Class A Common Stock and beneficially owns 0.0% of the outstanding Class A Common Stock and its combined voting power of the Class A Common Stock.
(viii)			Tactical Opportunities Portfolio GP does not beneficially own any shares of Class A Common Stock and beneficially owns 0.0% of the outstanding Class A Common Stock and its combined voting power of the Class A Common Stock.
(ix)			ICQ Tactical Opportunities TT GP does not beneficially own any shares of Class A Common Stock and beneficially owns 0.0% of the outstanding Class A Common Stock and its combined voting power of the Class A Common Stock.
(x)			Makan may be deemed to beneficially own 33,500,000 shares of Class A Common Stock, held by the Limited Partnerships, Co-Investment Portfolio Funds, Tactical Opportunities Funds and Makan, which represents approximately 5.9% of the outstanding Class A Common Stock. The 33,500,000 shares of Class A Common Stock held by the Limited Partnerships and Co-Investment Portfolio 2021 and beneficially owned by Makan represents 5.9% of the aggregate combined voting power of the Class A Common Stock.
	(c)	Number of shares as to which such person has:

			Number of Class A Common Stock
Reporting Person			(i)				(ii)				(iii)				(iv)
BB Holdings AC				3,500,000			0					3,500,000				0
BB Holdings AA				20,000,000			0					20,000,000				0
ICQ BB				23,500,000			0					23,500,000				0
Co-Investment Portfolio 2021				10,000,000			0					10,000,000				0
Co-Investment Portfolio GP				10,000,000			0					10,000,000				0
ICQ Co-Investment				10,000,000			0					10,000,000				0
Tactical Opportunities 2020				0			0					0				0
Tactical Opportunities Portfolio GP				0			0					0				0
ICQ Tactical Opportunities				0			0					0				0
Mr. Makan				33,500,000			0					33,500,000				0
(i)	Sole power to vote or direct the vote
(ii)	Shared power to vote or to direct the vote
(iii)	Sole power to dispose or to direct the disposition of
(iv)	Shared power to dispose or to direct the disposition of

Item 5.	Ownership of Five Percent or Less of a Class.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Item 8.	Identification and Classification of Members of the Group.

Item 9.	Notice of Dissolution of Group.

Item 10.	Certification.

	BB Holdings AC LP, a Delaware
	limited partnership
	By:			ICQ BB GP, LLC, a
				Delaware limited liability company, its General Partner
	By:			Louis D. Thorne
	Title:			Authorized Person
	/s/ Louis D. Thorne
	Signature of Reporting Person
	BB Holdings AA LP, a Delaware
	limited partnership
	By:		ICQ BB GP, LLC, a
			Delaware limited liability company, its General Partner
	By:		Louis D. Thorne
	Title:		Authorized Person
	/s/ Louis D. Thorne
	Signature of Reporting Person
	Co-Investment Portfolio 2021 LP, a Delaware limited partnership
	By:		Co-Investment Portfolio GP II LP, a
			Delaware limited partnership, its General Partner
	By:		ICQ Co-Investment II TT GP, LLC,
			a Delaware limited liability company, its General Partner
	By:		Louis D. Thorne
	Title:		Authorized Person
	/s/ Louis D. Thorne
	Signature of Reporting Person

	Tactical Opportunities Portfolio 2020 LP, a Delaware limited partnership
	By:	Tactical Opportunities Portfolio GP, LP, a Delaware limited partnership, its General Partner
	By:		ICQ Tactical Opportunities TT GP, LLC, a Delaware limited liability company, its General Partner
	By:		Louis D. Thorne
	Title:		Authorized Person
	/s/ Louis D. Thorne
	Signature of Reporting Person
	ICQ BB GP, LLC, a Delaware limited liability company
	By:		Louis D. Thorne
	Title:		Authorized Person
	/s/ Louis D. Thorne
	Signature of Reporting Person
	Tactical Opportunities Portfolio GP, LP, a Delaware limited partnership
	By:		ICQ Tactical Opportunities TT GP, LLC, a Delaware limited liability company, its General Partner
	By:		Louis D. Thorne
	Title:		Authorized Person
	/s/ Louis D. Thorne
	Signature of Reporting Person
	ICQ Tactical Opportunities TT GP, LLC, a Delaware limited liability company
	By:		Louis D. Thorne
	Title:		Authorized Person
	/s/ Louis D. Thorne
	Signature of Reporting Person

	Co-Investment Portfolio GP II LP, a Delaware limited partnership
	By:		ICQ Co-Investment II TT GP, LLC, a Delaware limited liability company, its General Partner
	By:		Louis D. Thorne
	Title:		Authorized Person
	/s/ Louis D. Thorne
	Signature of Reporting Person

	ICQ Co-Investment II TT GP, LLC, a Delaware limited liability company
	By:		Louis D. Thorne
	Title:		Authorized Person
	/s/ Louis D. Thorne
	Signature of Reporting Person
	Divesh Makan
	/s/ Divesh Makan