SEC FORM 3

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Dyal Capital SLP LP

(Last)

(First)

(Middle)

399 PARK AVENUE, 38TH FLOOR

(Street)

NEW YORK

10022

(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		10% Owner
Officer (give title below)	X	Other (specify below)
		See remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 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 D common stock	132,808,673	D⁽¹⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Blue Owl Operating Group Unit	⁽²⁾	⁽²⁾	Class B common stock	132,808,673	⁽²⁾	D⁽¹⁾⁽²⁾
Series E-1 Seller Earnout Unit	⁽³⁾	⁽³⁾	Class B common stock⁽²⁾⁽³⁾	5,465,377	⁽³⁾	D⁽¹⁾⁽³⁾
Series E-2 Seller Earnout Unit	⁽⁴⁾	⁽⁴⁾	Class B common stock⁽²⁾⁽⁴⁾	5,465,377	⁽⁴⁾	D⁽¹⁾⁽⁴⁾

Explanation of Responses:

1. The shares of Class D common stock and Blue Owl Operating Group Units reflected in Tables I and II do not include the shares and units that may become issuable in respect of the Series E-1 and E-2 Seller Earnout Units (as described in footnotes (3) and (4)).

2. 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 (the"Exchange Agreement") 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.

3. Dyal SLP has the right to acquire 5,465,377 Blue Owl Operating Group Units and an equal number or shares of Class D 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 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.

4. Dyal SLP has the right to acquire 5,465,377 Blue Owl Operating Group Units and an equal number or shares of Class D 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 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.

Remarks:

Michael Rees is a director of Blue Owl Capital Inc. and indirectly controls Dyal Capital SLP LP ("Dyal SLP"). On the basis of the relationship between Dyal SLP and Mr. Rees, Dyal SLP may be subject to Section 16 of the 1934 Act as if it were a director of Blue Owl Capital Inc.

	Dyal Capital SLP LP, By: /s/ Michael Rees	05/27/2021
	** Signature of Reporting Person	Date
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 5 (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 Number.