0001823945-21-000056.txt : 20211105 0001823945-21-000056.hdr.sgml : 20211105 20211105162437 ACCESSION NUMBER: 0001823945-21-000056 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211103 FILED AS OF DATE: 20211105 DATE AS OF CHANGE: 20211105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kirshenbaum Alan CENTRAL INDEX KEY: 0001535196 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39653 FILM NUMBER: 211384907 MAIL ADDRESS: STREET 1: C/O OWL ROCK CAPITAL CORPORATION STREET 2: 245 PARK AVENUE, 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 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 wf-form4_163614386257342.xml FORM 4 X0306 4 2021-11-03 0 0001823945 BLUE OWL CAPITAL INC. OWL 0001535196 Kirshenbaum Alan 399 PARK AVENUE 38TH FLOOR NEW YORK NY 10022 0 1 0 0 Chief Financial Officer Class D Shares 2021-11-03 4 C 0 199789 A 5174085 I See Footnotes Series E-2 Seller Earnout Units 2021-11-03 4 C 0 199789 D Class B Shares 199789.0 0 I See Footnotes Blue Owl Operating Group Units 2021-11-03 4 C 0 199789 A Class B Shares 199789.0 5174085 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 indirectly receive shares of Blue Owl Capital Inc.'s (the "Issuer") Class D common stock ("Class D Shares") and an equal number of Blue Owl Operating Group Units (which consists of one common unit of Blue Owl Capital Carry LP and one common unit of Blue Owl Capital Holdings LP) issuable in respect of his Series E-2 Seller Earnout Units following the occurrence of a Triggering Event (as defined in the BCA). The "Triggering Event" occurred on November 3, 2021, when the volume weighted average share price exceeded $15.00 per share for 20 consecutive trading days. Consists of an aggregate of 5,174,085 Class D Shares and an equal number of Blue Owl Operating Group Units held directly by Owl Rock Capital Feeder LLC ("Owl Rock Feeder"), 1.69% of which is held on behalf of Mr. Kirshenbaum; 50.85% of which are held on behalf of Alan Kirshenbaum 2015 Family Trust over which Mr. Kirshenbaum has sole investment and voting power; and 47.46% of which are held on behalf of Kirshenbaum 2019 Family Trust over which Mr. Kirshenbaum has sole investment and voting power. Mr. Kirshenbaum 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, upon the cancellation of an equal number of Class D Shares, may be exchanged from time to time for an equal number of newly issued shares of Class B common stock ("Class B Shares"), 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 2021-11-05