SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* NBSH Acquisition, LLC (Last) (First) (Middle) 1290 AVENUE OF THE AMERICAS (Street) NEW YORK NY 10104 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BLUE OWL CAPITAL INC. [ OWL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/15/2021
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class C Common Stock(1)	06/15/2021		J(2)		443,286,854	D	$0.00(2)	0	I	NBSH Blue Investments, LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Blue Owl Operating Group Units(3)	(3)	06/15/2021		J(2)			443,286,854	(3)	(3)	Class A Common Stock	443,286,854	$0.00(2)	0	I	NBSH Blue Investments, LLC
Series E-1 Seller Earnout Units(4)	(4)	06/15/2021		J(2)			22,034,622	(4)	(4)	Class A Common Stock	22,034,622	$0.00(2)	0	I	NBSH Blue Investments, LLC
Series E-2 Seller Earnout Units(5)	(5)	06/15/2021		J(2)			22,034,622	(5)	(5)	Class A Common Stock	22,034,622	$0.00(2)	0	I	NBSH Blue Investments, LLC

Explanation of Responses:

1. Shares of Class C common stock of Blue Owl Capital Inc. (the "Issuer") have no economic rights (other than the right to receive the par value of such shares in connection with the liquidation, dissolution or winding up of the Issuer), and each share of Class C common stock entitles its holder to one vote per share. Subject to certain lock-up periods, each share of Class C common stock, together with one unit of Blue Owl Capital Carry LP and one unit of Blue Owl Capital Holdings LP (collectively, "Blue Owl Operating Group Unit"), is exchangeable for one share of the Issuer's Class A common stock or, at the option of the Issuer, an equivalent amount of cash.

2. The Reporting Person distributed to its members, on a pro rata basis, all of its ownership interest in NBSH Blue Investments, LLC.

3. Each Blue Owl Operating Group Unit comprises one unit of limited partnership interest in Blue Owl Capital Carry LP and one unit of limited partnership interest in Blue Owl Capital Holdings LP. Subject to certain lock-up periods, each Blue Owl Operating Group Unit, together with one share of Class C common stock of the Issuer, is exchangeable for one share of the Issuer's Class A common stock or, at the option of the Issuer, an equivalent amount of cash. Blue Owl Operating Group Units have no expiration date.

4. Each Series E-1 Seller Earnout Unit represents the right to acquire one Blue Owl Operating Group Unit and one share of Class C 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 trading 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.

5. Each Series E-2 Seller Earnout Unit represents the right to acquire one Blue Owl Operating Group Unit and one share of Class C 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 trading 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:

On the basis of the relationship between Mr. Komaroff, a director of the Issuer, and the Reporting Person, the Reporting Person may be deemed a director by deputization in respect of the Issuer. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, that the Reporting Person is the beneficial owner of any equity securities in excess of its pecuniary interest, and the Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein, if any.

	By: /s/ Heather P. Zuckerman, Administrative Member of NBSH Acquisition, LLC	07/12/2021
	** 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 4 (b)(v).
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