0001209191-21-046321.txt : 20210712 0001209191-21-046321.hdr.sgml : 20210712 20210712174140 ACCESSION NUMBER: 0001209191-21-046321 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210615 FILED AS OF DATE: 20210712 DATE AS OF CHANGE: 20210712 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NBSH Acquisition, LLC CENTRAL INDEX KEY: 0001462880 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39653 FILM NUMBER: 211086277 BUSINESS ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 BUSINESS PHONE: 212.476.9000 MAIL ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 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 2021-06-15 0 0001823945 BLUE OWL CAPITAL INC. OWL 0001462880 NBSH Acquisition, LLC 1290 AVENUE OF THE AMERICAS NEW YORK NY 10104 1 0 0 0 Class C Common Stock 2021-06-15 4 J 0 443286854 0.00 D 0 I NBSH Blue Investments, LLC Blue Owl Operating Group Units 2021-06-15 4 J 0 443286854 0.00 D Class A Common Stock 443286854 0 I NBSH Blue Investments, LLC Series E-1 Seller Earnout Units 2021-06-15 4 J 0 22034622 0.00 D Class A Common Stock 22034622 0 I NBSH Blue Investments, LLC Series E-2 Seller Earnout Units 2021-06-15 4 J 0 22034622 0.00 D Class A Common Stock 22034622 0 I NBSH Blue Investments, LLC Shares of Class C common stock of Blue Owl Capital Inc. (the "Issuer") have no economic rights (other than the right to receive the par value of such shares in connection with the liquidation, dissolution or winding up of the Issuer), and each share of Class C common stock entitles its holder to one vote per share. Subject to certain lock-up periods, each share of Class C common stock, together with one unit of Blue Owl Capital Carry LP and one unit of Blue Owl Capital Holdings LP (collectively, "Blue Owl Operating Group Unit"), is exchangeable for one share of the Issuer's Class A common stock or, at the option of the Issuer, an equivalent amount of cash. The Reporting Person distributed to its members, on a pro rata basis, all of its ownership interest in NBSH Blue Investments, LLC. Each Blue Owl Operating Group Unit comprises one unit of limited partnership interest in Blue Owl Capital Carry LP and one unit of limited partnership interest in Blue Owl Capital Holdings LP. Subject to certain lock-up periods, each Blue Owl Operating Group Unit, together with one share of Class C common stock of the Issuer, is exchangeable for one share of the Issuer's Class A common stock or, at the option of the Issuer, an equivalent amount of cash. Blue Owl Operating Group Units have no expiration date. Each Series E-1 Seller Earnout Unit represents the right to acquire one Blue Owl Operating Group Unit and one share of Class C common stock if (i) the volume-weighted average share price on Blue Owl's Class A common stock is $12.50 or above for 20 consecutive trading days within 5 years after May 19, 2021 (the "Closing Date") or (ii) there is a merger, consolidation, tender offer, exchange offer, business combination or sale at or above the relevant vesting metric. Each Series E-2 Seller Earnout Unit represents the right to acquire one Blue Owl Operating Group Unit and one share of Class C common stock if (i) the volume-weighted average share price on Blue Owl's Class A common stock is $15.00 or above for 20 consecutive trading days within 5 years after the Closing Date or (ii) there is a merger, consolidation, tender offer, exchange offer, business combination or sale at or above the relevant vesting metric. On the basis of the relationship between Mr. Komaroff, a director of the Issuer, and the Reporting Person, the Reporting Person may be deemed a director by deputization in respect of the Issuer. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, that the Reporting Person is the beneficial owner of any equity securities in excess of its pecuniary interest, and the Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein, if any. By: /s/ Heather P. Zuckerman, Administrative Member of NBSH Acquisition, LLC 2021-07-12