Statement of Changes in Beneficial Ownership (4)
17 Dezember 2021 - 10:59PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
|
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
| 1. Name
and Address of Reporting Person * Reddy
Neena |
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)
General Counsel and Secretary |
|
(Last)
(First)
(Middle)
399 PARK AVENUE, 38TH FLOOR |
3. Date of Earliest Transaction (MM/DD/YYYY)
12/15/2021
|
|
(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 A Shares |
12/15/2021 |
|
A |
|
41453 (1) |
A |
$0 |
41453 |
D |
|
|
Class C Shares (2)(3)(4) |
12/15/2021 |
|
A |
|
14263 |
A |
$0 |
314263 |
I |
See Footnotes (2)(4) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 (2) |
(4) |
12/15/2021 |
|
A |
|
14263 |
|
(3)(4) |
(4) |
Class A Shares |
14263.0 |
$0 |
314263 |
I |
See Footnotes (2)(4) |
| Explanation of
Responses: |
| (1) |
The amount shown represents
Restricted Share Units ("RSUs") granted to the Reporting Person on
December 15, 2021. Each RSU represents the contingent right to
receive one of the Issuer's Class A Shares upon vesting. The RSUs
will vest, subject to certain limited exceptions, as follows: (i)
with regard to 21,600 of the RSUs, one-third will vest on February
15th of each of 2023, 2024 and 2025 and (ii) the remaining 19,853
RSUs will fully vest on February 15, 2025. |
| (2) |
Represents Class P Units of
Blue Owl Management Vehicle LP, a Delaware limited partnership
("Blue Owl Management Vehicle") equal to the number of Incentive
Units (each of which consists of one Class P Unit of Blue Owl
Capital Carry LP, a Delaware limited partnership ("Blue Owl
Carry"), and one Class P 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")) issued by
the Blue Owl Operating Partnerships pursuant to the Blue Owl
Capital Inc. 2021 Omnibus Equity Incentive Plan, as amended from
time to time, and held by Blue Owl Management Vehicle on behalf of
the Reporting Person. |
| (3) |
The reported Incentive Units
will vest upon vesting of the related Class P Units of Blue Owl
Management Vehicle, which will vest as follows: 10,356 of the
Incentive Units will vest in three equal installments on February
15th of 2022, 2023 and 2024. The remaining 3,907 Incentive Units
will vest in two equal installments on February 15th of 2022 and
2023, subject to continued service of the reporting
person. |
| (4) |
Incentive Units settle by
delivery of an equal number of Common Units of each of the Blue Owl
Operating Partnerships (collectively, "Blue Owl Operating Group
Units") and Class C common stock of Blue Owl Capital Inc. ("Class C
Shares"). Upon the cancellation of an equal number of Class C
Shares, Blue Owl Operating Group Units may be exchanged from time
to time at the request of the Reporting Person for an equal number
of newly issued shares of Blue Owl Capital Inc.'s Class A common
stock ("Class A Shares") (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 Class A Shares immediately prior to the applicable
exchange date). Blue Owl Operating Group Units do not
expire. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Reddy Neena
399 PARK AVENUE
38TH FLOOR
NEW YORK, NY 10022 |
|
|
General Counsel and Secretary |
|
Signatures
|
|
/s/ Neena Reddy |
|
12/17/2021 |
| **Signature of
Reporting Person |
Date |
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