Statement of Changes in Beneficial Ownership (4)
15 November 2022 - 10:16PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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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1. Name
and Address of Reporting Person * Ostrover Douglas
I |
2. Issuer Name and Ticker or Trading
Symbol BLUE OWL CAPITAL INC. [ OWL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
Chief Executive Officer |
(Last)
(First)
(Middle)
399 PARK AVENUE, 38TH FLOOR |
3. Date of Earliest Transaction (MM/DD/YYYY)
11/14/2022
|
(Street)
NEW YORK, NY 10022
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 C Shares (1)(2) |
11/14/2022 |
|
A |
|
343073 |
A |
$0.00 |
860756 |
I |
See Footnotes (1)(2) |
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 (1) |
(2) |
11/14/2022 |
|
A |
|
343073 |
|
(2) |
(2) |
Class A Shares |
343073 |
$0.00 |
860756 |
I |
See Footnotes (1)(2) |
Explanation of
Responses: |
(1) |
Represents Class C common
stock of Blue Owl Capital, Inc. ("Class C Shares") and 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 or
to be 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. |
(2) |
The reported Incentive Units
are fully vested upon the grant date, but are subject to a lock-up
period of one year from the grant date. After attainment of
required capital account thresholds, 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 Shares. After expiration of the lock-up and
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
shares 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 |
Ostrover Douglas I
399 PARK AVENUE
38TH FLOOR
NEW YORK, NY 10022 |
X |
|
Chief Executive Officer |
|
Signatures
|
/s/ Neena A. Reddy, as
Attorney-in-Fact |
|
11/15/2022 |
**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). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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