0000899243-21-029688.txt : 20210723 0000899243-21-029688.hdr.sgml : 20210723 20210723163101 ACCESSION NUMBER: 0000899243-21-029688 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: Owl Rock Capital Feeder LLC CENTRAL INDEX KEY: 0001862510 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39653 FILM NUMBER: 211111248 BUSINESS ADDRESS: STREET 1: C/O BLUE OWL CAPITAL INC. STREET 2: 399 PARK AVENUE, 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-419-3045 MAIL ADDRESS: STREET 1: C/O BLUE OWL CAPITAL INC. STREET 2: 399 PARK AVENUE, 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Owl Rock Capital Partners LP CENTRAL INDEX KEY: 0001862535 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39653 FILM NUMBER: 211111247 BUSINESS ADDRESS: STREET 1: C/O BLUE OWL CAPITAL INC. STREET 2: 399 PARK AVENUE, 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-419-3045 MAIL ADDRESS: STREET 1: C/O BLUE OWL CAPITAL INC. STREET 2: 399 PARK AVENUE, 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 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 0001862510 Owl Rock Capital Feeder LLC 399 PARK AVENUE, 38TH FLOOR NEW YORK NY 10022 0 0 1 1 See Remarks 0001862535 Owl Rock Capital Partners LP 399 PARK AVENUE, 38TH FLOOR NEW YORK NY 10022 0 0 1 1 See Remarks. CLASS C COMMON STOCK 2021-07-21 2021-07-21 4 C 0 4500000 A 112040000 I See Footnotes CLASS D COMMON STOCK 2021-07-21 2021-07-21 4 C 0 6772500 A 168620200 I See Footnotes BLUE OWL OPERATING GROUP UNITS 2021-07-21 2021-07-21 4 C 0 4500000 A 2021-07-21 2021-07-21 Class A common stock 4500000 112040000 I See Footnotes BLUE OWL OPERATING GROUP UNITS 2021-07-21 2021-07-21 4 C 0 6772500 A 2021-07-21 2021-07-21 Class B common stock 6772500 168620200 I See Footnotes SERIES E-1 SELLER EARNOUT UNITS 2021-07-21 2021-07-21 4 C 0 4500000 D 2021-07-21 2021-07-21 Class A common stock 4500000 0 I See Footnotes SERIES E-1 SELLER EARNOUT UNITS 2021-07-21 2021-07-21 4 C 0 6772500 D 2021-07-21 2021-07-21 Class B common stock 6772500 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 4,500,000 shares of Blue Owl Capital Inc.'s (the "Issuer") Class C common stock, 6,772,500 shares of Class D common stock and an equal number of Blue Owl Operating Group Units issuable in respect of its 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 112,040,000 shares of Class C common stock and an equal amount of Blue Owl Operating Group Units (as described in footnote (5)) held directly by Owl Rock Capital Feeder LLC ("Owl Rock Feeder") on behalf of Dyal Capital Partners IV Holdings (A) LP. Owl Rock Capital Partners LP ("Owl Rock Capital Partners") is the managing member of Owl Rock Feeder. Owl Rock Capital Partners is managed by its general partner, Owl Rock Capital Partners (GP) LLC, which is governed by an executive committee comprised of Messrs. Ostrover, Lipschultz and Packer with decisions over certain matters requiring the vote of Mr. Ostrover. Each of the foregoing and their affiliates expressly disclaim beneficial ownership of the securities held by Owl Rock Feeder except to the extent of their respective pecuniary interests therein. Consists of an aggregate of 168,620,200 shares of Class D common stock and an equal amount of Blue Owl Operating Group Units (as described in footnote (6)) held directly by Owl Rock Feeder on behalf of Douglas I. Ostrover, Marc S. Lipschultz, Alan J. Kirshenbaum and Craig W. Packer, their respective spouses and vehicles controlled by them (collectively, the "Owl Rock Principals"). Owl Rock Capital Partners is the managing member of Owl Rock Feeder. Owl Rock Capital Partners is managed by its general partner, Owl Rock Capital Partners (GP) LLC, which is governed by an executive committee comprised of Messrs. Ostrover, Lipschultz and Packer with decisions over certain matters requiring the vote of Mr. Ostrover. Each of the foregoing and their affiliates expressly disclaims beneficial ownership of the securities held by Owl Rock Feeder except to the extent of their respective pecuniary interests 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 C common stock, may be exchanged from time to time for an equal number of newly issued shares of Class A 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. 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 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. Douglas Ostrover is a director of Blue Owl Capital Inc. and indirectly controls Owl Rock Feeder and Owl Rock Capital Partners. On the basis of the relationship between Owl Rock Feeder, Owl Rock Capital Partners and Mr. Ostrover, each of Owl Rock Feeder and Owl Rock Capital Partners may be subject to Section 16 of the 1934 Act as if it were a director of Blue Owl Capital Inc. OWL ROCK CAPITAL FEEDER LLC, By: Alan J. Kirshenbaum Its: Authorized Signatory 2021-07-23 OWL ROCK CAPITAL PARNTERS LP, By Alan J. Kirshenbaum Its: Authorized Signatory 2021-07-23