SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* BB Holdings AA LP (Last) (First) (Middle) C/O ICONIQ CAPITAL, 394 PACIFIC AVENUE, 2ND FLOOR (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/19/2021	3. Issuer Name and Ticker or Trading Symbol BLUE OWL CAPITAL INC. [ OWL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	20,000,000	D(1)(7)(8)
Class A Common Stock	10,000,000	I(2)(7)(8)	By Tactical Opportunities Portfolio 2020 LP
Class A Common Stock	10,000,000	I(3)(7)(8)	By Co-Investment Portfolio 2021 LP
Class A Common Stock	4,500,000	I(4)(7)(8)	By Glide Path Solutions 2020 LP
Class A Common Stock	2,000,000	I(5)(7)(8)	By Glide Path Solutions 2021 LP
Class A Common Stock	3,500,000	I(6)(7)(8)	By BB Holdings AC LP

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* BB Holdings AA LP (Last) (First) (Middle) C/O ICONIQ CAPITAL, 394 PACIFIC AVENUE, 2ND FLOOR (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Glide Path Solutions 2020, L.P. (Last) (First) (Middle) C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Glide Path Solutions 2021, L.P. (Last) (First) (Middle) C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BB Holdings AC LP (Last) (First) (Middle) C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ICQ BB GP, LLC (Last) (First) (Middle) C/O ICONIQ CAPITAL 394 PACIFIC AVENUE, 2ND FLOOR (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The shares are held by BB Holdings AA LP ("BB Holdings AA").

2. The shares are held by Tactical Opportunities Portfolio 2020 LP ("Tactical Opportunities 2020").

3. The shares are held by Co-Investment Portfolio 2021 LP ("Co-Investment Portfolio 2021").

4. The shares are held by Glide Path Solutions 2020 LP ("Glide Path Solutions 2020").

5. The shares are held by Glide Path Solutions 2021 LP ("Glide Path Solutions 2021").

6. The shares are held by BB Holdings AC LP ("BB Holdings AC").

7. ICQ BB GP, LLC ("ICQ BB GP") is the sole general partner of BB Holdings AA, Glide Path Solutions 2020, Glide Path Solutions 2021 and BB Holdings AC. Tactical Opportunities Portfolio GP, LP ("Tactical Opportunities Portfolio GP") is the sole general partner of Tactical Opportunities 2020, and ICQ Tactical Opportunities TT GP LLC ("ICQ Tactical Opportunities") is the sole general partner of Tactical Opportunities Portfolio GP. Co-Investment Portfolio GP II LP ("Co-Investment Portfolio GP II") is the sole general partner of Co-Investment Portfolio 2021, and ICQ Co-Investment II TT GP LLC ("ICQ Co-Investment II" and together with ICQ BB GP and ICQ Tactical Opportunities, the "Ultimate General Partners") is the sole general partner of ICQ Co-Investment GP II. Divesh Makan ("Makan") is the managing member of the Ultimate General Partners.

8. Each of ICQ BB GP, Tactical Opportunities Portfolio GP, ICQ Tactical Opportunities, Co-Investment Portfolio GP II, ICQ Co-Investment II and Mr. Makan disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of such Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Remarks:

This Form 3 is the first of two Forms 3 being filed relating to the same event. The Form 3 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. The second of two Forms 3 was filed by the designated filer Tactical Opportunities Portfolio 2020 LP.

	BB Holdings AA LP, By: ICQ BB GP, LLC, By: Louis D. Thorne, Title: Authorized Signatory, /s/ Louis D. Thorne	06/01/2021
	Glide Path Solutions 2020 LP, By: ICQ BB GP, LLC, By: Louis D. Thorne, Title: Authorized Signatory, /s/ Louis D. Thorne	06/01/2021
	Glide Path Solutions 2021 LP, By: ICQ BB GP, LLC, By: Louis D. Thorne, Title: Authorized Signatory, /s/ Louis D. Thorne	06/01/2021
	BB Holdings AC LP, By: ICQ BB GP, LLC, By: Louis D. Thorne, Title: Authorized Signatory, /s/ Louis D. Thorne	06/01/2021
	ICQ BB GP, LLC, By: Louis D. Thorne, Title: Authorized Signatory, /s/ Louis D. Thorne	06/01/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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