Sec Form 4 Filing - MSD CAPITAL L P @ Owl Rock Capital Corp - 2016-06-10

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
MSD CAPITAL L P
2. Issuer Name and Ticker or Trading Symbol
Owl Rock Capital Corp [ NONE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
645 FIFTH AVENUE, 21ST FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
06/10/2016
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 06/10/2016 P 2,155,563 A $ 14.3 2,499,827 D ( 1 ) ( 2 ) ( 3 ) ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MSD CAPITAL L P
645 FIFTH AVENUE, 21ST FLOOR
NEW YORK, NY10022
X
MSD Owl Rock Investments, LLC
C/O MSD CAPITAL, LP
645 FIFTH AVENUE, 21ST FLOOR
NEW YORK, NY10022
X
MSD Private Capital Investments, L.P.
C/O MSD CAPITAL, LP
645 FIFTH AVENUE, 21ST FLOOR
NEW YORK, NY10022
X
DELL MICHAEL S
C/O DELL INC
ONE DELL WAY
ROUND ROCK, TX78682
X
Signatures
MSD Capital, L.P. By: MSD Capital Management LLC Its: General PartnerBy: /s/ Marc R. Lisker Name: Marc R. Lisker 06/14/2016
Signature of Reporting Person Date
MSD Private Capital Investments, L.P. By: MSD Capital, L.P. Its: General Partner By: MSD Capital Management LLC Its: General PartnerBy: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager 06/14/2016
Signature of Reporting Person Date
MSD Owl Rock Investments, LLC By: MSD Private Capital Investments, L.P. By: MSD Capital, L.P. Its: General Partner By: MSD Capital Management LLC Its: General PartnerBy: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager 06/14/2016
Signature of Reporting Person Date
Michael S. DellBy: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Attorney-in-Fact 06/14/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This statement is jointly filed by and on behalf of each of MSD Capital, L.P. ("MSD Capital"), MSD Private Capital Investments, L.P. ("MSD Private Capital"), MSD Owl Rock Investments, LLC ("MSD Owl Rock Investments") and Michael S. Dell. MSD Private Capital is the sole owner of MSD Owl Rock Investments and may be deemed to beneficially own securities owned by MSD Owl Rock Investments. MSD Capital is the general partner of MSD Private Capital and may be deemed to beneficially own securities owned by MSD Private Capital. MSD Capital Management LLC ("MSD Capital Management") is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. Each of Glenn R. Fuhrman and Marc R. Lisker is a manager of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. [cont'd]
( 2 )[continuation] Michael S. Dell is the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Each of Messrs. Dell, Fuhrman and Lisker disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.
( 3 )Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
( 4 )Represents securities owned by MSD Owl Rock Investments.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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