0000899243-21-029679.txt : 20210723
0000899243-21-029679.hdr.sgml : 20210723
20210723163022
ACCESSION NUMBER: 0000899243-21-029679
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210721
FILED AS OF DATE: 20210723
DATE AS OF CHANGE: 20210723
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LIPSCHULTZ MARC S
CENTRAL INDEX KEY: 0001081717
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39653
FILM NUMBER: 211111220
MAIL ADDRESS:
STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO
STREET 2: 9 WEST 57TH ST
CITY: NEW YORK
STATE: NY
ZIP: 10019
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BLUE OWL CAPITAL INC.
CENTRAL INDEX KEY: 0001823945
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
IRS NUMBER: 863906032
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 399 PARK AVENUE, 38TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 419-3000
MAIL ADDRESS:
STREET 1: 399 PARK AVENUE, 38TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
FORMER COMPANY:
FORMER CONFORMED NAME: ALTIMAR ACQUISITION CORP.
DATE OF NAME CHANGE: 20200909
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-07-21
0
0001823945
BLUE OWL CAPITAL INC.
OWL
0001081717
LIPSCHULTZ MARC S
399 PARK AVENUE, 38TH FLOOR
NEW YORK
NY
10022
1
1
0
0
Co-President
CLASS D COMMON STOCK
2021-07-21
2021-07-21
4
C
0
2285719
A
56909319
I
See Footnotes
BLUE OWL OPERATING GROUP UNITS
2021-07-21
2021-07-21
4
C
0
2285719
A
Class B common stock
2285719
56909319
I
See Footnotes
SERIES E-1 SELLER EARNOUT UNITS
2021-07-21
2021-07-21
4
C
0
2285719
D
2021-07-21
2021-07-21
Class B common stock
2285719
0
I
See Footnotes
Pursuant to the terms of that certain Business Combination Agreement, dated as of December 23, 2020 (as the same has been amended, modified, supplemented or waived from time to time, the "Business Combination Agreement" or "BCA"), by and among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC, the reporting person became entitled to receive shares of Blue Owl Capital Inc.'s (the "Issuer") Class D common stock and an equal number of Blue Owl Operating Group Units issuable in respect of his Seller Earnout Units following the occurrence of a Triggering Event (as defined in the BCA).
The first "Triggering Event" occurred when the volume weighted average share price equals or exceeds $12.50 per share for any 20 consecutive trading days following the Closing (as defined in the BCA).
Consists of an aggregate of 56,909,319 shares of Class D common stock, and an equal number of Blue Owl Operating Group Units (as described in footnote (4)) held directly by Owl Rock Capital Feeder LLC ("Owl Rock Feeder"), 39.55% of which are held on behalf of Mr. Lipschultz; 40.94% of which are held on behalf of Lipschultz Famly OR Trust over which Mr. Lipschultz has sole investment and voting power; and 19.51% of which are held on behalf of Mr. Lipschultz's spouse, Jennifer Lipschultz. Mr. Lipschultz expressly disclaims beneficial ownership of the securities held by Owl Rock Feeder except to the extent of his pecuniary interest therein.
Each Blue Owl Operating Group Unit (which consists of one common unit of Blue Owl Capital Carry LP and one common unit of Blue Owl Capital Holdings LP), upon the cancellation of an equal number of shares of Class D common stock, may be exchanged from time to time for an equal number of newly issued shares of Class B common stock, subject to any applicable transfer restrictions and the terms of the Exchange Agreement, dated as of May 19, 2021, 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 shares of Class A common stock immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire.
/s/ Neena A. Reddy, as Attorney-in-Fact
2021-07-23