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