0000899243-23-019430.txt : 20230922 0000899243-23-019430.hdr.sgml : 20230922 20230922163021 ACCESSION NUMBER: 0000899243-23-019430 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230921 FILED AS OF DATE: 20230922 DATE AS OF CHANGE: 20230922 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Zahr Marc CENTRAL INDEX KEY: 0001901889 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39653 FILM NUMBER: 231272099 MAIL ADDRESS: STREET 1: C/O BLUE OWL CAPITAL INC. STREET 2: 399 PARK AVENUE, 37TH 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, 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 419-3000 MAIL ADDRESS: STREET 1: 399 PARK AVENUE, 37TH 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 X0508 4 2023-09-21 0 0001823945 BLUE OWL CAPITAL INC. OWL 0001901889 Zahr Marc 399 PARK AVENUE 37TH FLOOR NEW YORK NY 10022 1 1 0 0 Co-President 0 Class C Shares 2023-09-21 4 M 0 11376943 A 46619574 I See Footnotes Second Earnout Units 2023-09-21 4 M 0 11376943 D Class A Shares 11376943 0 I See Footnotes Blue Owl Operating Group Units 2023-09-21 4 M 0 11376943 A Class A Shares 11376943 46619574 I See Footnotes Pursuant to the terms of that certain Agreement and Plan of Merger, dated as of October 17, 2021 (as amended by that First Amendment to Agreement and Plan of Merger, dated as of December 23, 2021, as the same has been or may be further amended, modified, supplemented or waived from time to time in accordance with its terms), by and among Blue Owl Capital Inc. (the "Issuer"), Blue Owl Capital GP LLC, Blue Owl Capital Carry LP ("Blue Owl Capital Carry"), Blue Owl Capital Holdings LP ("Blue Owl Capital Holdings" and together with Blue Owl Capital Carry and their consolidated subsidiaries, the "Blue Owl Operating Group"), Flyer Merger Sub II, LP, Flyer Merger Sub I, LLC, Oak Street Real Estate Capital, LLC, OSREC GP Holdings, LP, SASC Feeder, LP and Augustus, LLC, (the "Merger Agreement"), (Continued from Footnote 1) the reporting person will become entitled to receive, on January 1, 2024, "Blue Owl Operating Group Units" (consisting of one common unit of Blue Owl Capital Carry and one common unit of Blue Owl Capital Holdings) and an equal number of shares of the Issuer's Class C common stock ("Class C Shares") issuable in respect of his Second Earnout Units (as defined in the Merger Agreement) following the occurrence of a Triggering Event (as defined in the Merger Agreement). On September 21, 2023, the Issuer confirmed that the requisite Quarterly Management Fee Revenue (as defined in the Merger Agreement) had been met with respect to the Second Earnout Units, and the Second Earnout Units shall vest and become payable on January 1, 2024 in Blue Owl Operating Group Units and Class C Shares. Consists of (i) 45,507,772 Blue Owl Operating Group Units (as described in footnote (5)) and an equal number of Class C Shares held directly by OSREC Feeder, LP on behalf of Augustus, LLC, an investment vehicle controlled by Marc Zahr and (ii) 1,111,802 Blue Owl Operating Group Units and an equal number of Class C Shares issuable in respect of Incentive Units held directly by Marc Zahr. Blue Owl Operating Group Units, upon the cancellation of an equal number of Class C Shares, may be exchanged from time to time at the request of the reporting person for an equal number of newly issued shares of the Issuer's Class A common stock ("Class A Shares"), 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 Class A Shares immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire. /s/ Neena A. Reddy, as Attorney-in-Fact 2023-09-22