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
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Zahr Marc
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)
Pres. of Oak Street Div.
(Last)          (First)          (Middle)

399 PARK AVENUE, 38TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

1/12/2023
(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 C Shares 1/12/2023  M(1)(2)(3)  11376943 A (1)(2)(3)34502368 (4)I See Footnotes (5)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
First Earnout Units  (1)(2)(3)1/12/2023  M (1)(2)(3)    11376943   (1)(2)(3) (1)(2)(3)Class A Shares 11376943  (1)(2)(3)0 I See Footnotes (4)
Blue Owl Operating Group Units  (1)(2)(3)1/12/2023  M (1)(2)(3)  11376943     (5) (5)Class A Shares 11376943  (1)(2)(3)34502368 (4)I See Footnotes (4)

Explanation of Responses:
(1) Pursuant to the terms of that certain Agreement and Plan of Merger, dated as of October 17, 2021 (as amended by that First Amendment to Agreement and Plan of Merger, dated as of December 23, 2021, as the same has been or may be further amended, modified, supplemented or waived from time to time in accordance with its terms), by and among Blue Owl Capital Inc. (the "Issuer"), Blue Owl Capital GP LLC, Blue Owl Capital Carry LP ("Blue Owl Capital Carry"), Blue Owl Capital Holdings LP ("Blue Owl Capital Holdings" and together with Blue Owl Capital Carry and their consolidated subsidiaries, the "Blue Owl Operating Group"), Flyer Merger Sub II, LP, Flyer Merger Sub I, LLC, Oak Street Real Estate Capital, LLC, OSREC GP Holdings, LP, SASC Feeder, LP and Augustus, LLC, (the "Merger Agreement"),
(2) (Continued from Footnote 1) the reporting person became entitled to receive "Blue Owl Operating Group Units" (consisting of one common unit of Blue Owl Capital Carry and one common unit of Blue Owl Capital Holdings) and an equal number of shares of the Issuer's Class C common stock ("Class C Shares") issuable in respect of his First Earnout Units (as defined in the Merger Agreement) following the occurrence of a Triggering Event (as defined in the Merger Agreement).
(3) The "Triggering Event" occurred when the Earnout Group (as defined in the Merger Agreement) received the targeted amount of Quarterly Management Fee Revenue (as defined in the Merger Agreement).
(4) Consists of (i) 34,130,829 Blue Owl Operating Group Units (as described in footnote (5)) and an equal number of Class C Shares held directly by OSREC Feeder, LP on behalf of Augustus, LLC, an investment vehicle controlled by Marc Zahr and (ii) 371,539 Blue Owl Operating Group Units and an equal number of Class C Shares issuable in respect of Incentive Units held directly by Marc Zahr.
(5) Blue Owl Operating Group Units, upon the cancellation of an equal number of shares of Class C Shares, may be exchanged from time to time at the request of the reporting person for an equal number of newly issued shares of the Issuer'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 Group) 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
Director10% OwnerOfficerOther
Zahr Marc
399 PARK AVENUE
38TH FLOOR
NEW YORK, NY 10022
X
Pres. of Oak Street Div.

Signatures
/s/ Neena A. Reddy, as Attorney-in-Fact1/17/2023
**Signature of Reporting PersonDate


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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