0000899243-21-029690.txt : 20210723
0000899243-21-029690.hdr.sgml : 20210723
20210723163415
ACCESSION NUMBER: 0000899243-21-029690
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: Dyal Capital SLP LP
CENTRAL INDEX KEY: 0001863467
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39653
FILM NUMBER: 211111273
BUSINESS ADDRESS:
STREET 1: 1290 AVENUE OF THE AMERICAS
CITY: NEW YORK
STATE: NY
ZIP: 10104
BUSINESS PHONE: 212-476-8514
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
2021-07-21
0
0001823945
BLUE OWL CAPITAL INC.
OWL
0001863467
Dyal Capital SLP LP
399 PARK AVENUE, 38TH FLOOR
NEW YORK
NY
10022
0
0
0
1
See Remarks
CLASS D COMMON STOCK
2021-07-21
2021-07-21
4
C
0
5465377
A
138274050
D
BLUE OWL OPERATING GROUP UNITS
2021-07-21
2021-07-21
4
C
0
5465377
A
2021-07-21
2021-07-21
Class B common stock
5465377
138274050
D
SERIES E-1 SELLER EARNOUT UNITS
2021-07-21
2021-07-21
4
C
0
5465377
D
2021-07-21
2021-07-21
Class B common stock
5465377
0
D
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 shares of Blue Owl Capital Inc.'s (the "Issuer") Class D common stock and an equal number of Blue Owl Operating Group Units issuable in respect of his 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).
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, 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.
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 the Issuer.
/s/ Neena A. Reddy, as Attorney-in-Fact
2021-07-23