Sec Form 4 Filing - Oak Lawn Direct Investors GP, L.L.C. @ Owl Rock Capital Corp III - 2020-01-04

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
Oak Lawn Direct Investors GP, L.L.C.
2. Issuer Name and Ticker or Trading Symbol
Owl Rock Capital Corp III [ NONE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Member of 10% Group
(Last) (First) (Middle)
3953 MAPLE AVENUE, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
01/04/2020
(Street)
DALLAS, TX75219
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, par value $0.01 per share 01/04/2020 S 1,892,455.147 D 1,665,145.903 I By ORCC III Warehouse L.L.C. ( 2 ) ( 3 ) ( 4 )
Common Stock, par value $0.01 per share 01/04/2020 P 1,892,455.147 A 1,892,455.147 I By ORCC III Investors L.L.C. ( 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
Oak Lawn Direct Investors GP, L.L.C.
3953 MAPLE AVENUE, SUITE 250
DALLAS, TX75219
Member of 10% Group
ORCC III Warehouse L.L.C.
3953 MAPLE AVENUE, SUITE 250
DALLAS, TX75219
X
ORCC III Investors L.L.C.
3953 MAPLE AVENUE, SUITE 250
DALLAS, TX75219
X
I35 Advisors, Inc.
3953 MAPLE AVENUE, SUITE 250
DALLAS, TX75219
X
CH Investment Partners, L.L.C.
3953 MAPLE AVENUE, SUITE 250
DALLAS, TX75219
X
Rimer Kirk L.
3953 MAPLE AVENUE, SUITE 250
DALLAS, TX75219
X
Silverman Michael R.
3953 MAPLE AVENUE, SUITE 250
DALLAS, TX75219
X
Signatures
ORCC III WAREHOUSE L.L.C., By: Oak Lawn Direct Investors GP, L.L.C., Its: Managing Member, By: I35 Advisors, Inc., Its: Manager, By: /s/ Diane Tobin, Name: Diane Tobin, Title: Authorized Signatory 01/04/2021
Signature of Reporting Person Date
ORCC III INVESTORS L.L.C. By: Oak Lawn Direct Investors GP, L.L.C. Its: Managing Member By: I35 Advisors, Inc. Its: Manager By: /s/ Diane Tobin Name: Diane Tobin Title: Authorized Signatory 01/04/2021
Signature of Reporting Person Date
OAK LAWN DIRECT INVESTORS GP, L.L.C., By: I35 Advisors, Inc., Its: Manager, By: /s/ Diane Tobin, Name: Diane Tobin, Title: Authorized Signatory 01/04/2021
Signature of Reporting Person Date
I35 ADVISORS, INC., By: /s/ Diane Tobin, Name: Diane Tobin, Title: Authorized Signatory 01/04/2021
Signature of Reporting Person Date
CH INVESTMENT PARTNERS, L.L.C., By: Oak Lawn Capital Management, L.P., Its: Managing Member, By: I35 Advisors, Inc., Its: General Partner, By: /s/ Diane Tobin, Name: Diane Tobin, Title: Authorized Signatory 01/04/2021
Signature of Reporting Person Date
KIRK L. RIMER, By: /s/ Diane Tobin, Name: Diane Tobin, Title: Authorized Signatory 01/04/2021
Signature of Reporting Person Date
MICHAEL R. SILVERMAN, By: /s/ Diane Tobin, Name: Diane Tobin, Title: Authorized Signatory 01/04/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 4, 2020, ORCC III Warehouse L.L.C., a Delaware limited liability company ("ORCC III Warehouse") transferred 1,892,455.147 shares of common stock, par value $0.01 per share of Owl Rock Capital Corporation III, a Maryland corporation (the "Issuer") to its affiliate, ORCC III Investors L.L.C., a Delaware limited liability company ("ORCC III Investors", and together with ORCC III Warehouse, the "Funds") at cost, including the reimbursement of certain expenses.
( 2 )This Form 4 is being jointly filed by and on behalf of each of the Funds, Oak Lawn Direct Investors GP, L.L.C., a Delaware limited liability company ("Oak Lawn"), CH Investment Partners, L.L.C., a Delaware limited liability company ("CHIP"), I35 Advisors, Inc., a Texas corporation ("I35"), Kirk L. Rimer and Michael R. Silverman. The Funds are the record and direct beneficial owners of the securities covered by this statement. Oak Lawn is the managing member of, and may be deemed to beneficially own securities owned by, the Funds.
( 3 )CHIP serves as the investment manager to the Funds and has been granted exclusive investment discretion and investment management authority with respect to the Funds and its investments, including the securities covered by this statement, but CHIP generally must seek voting instructions from the members of the Funds and vote in accordance with such instructions. I35 is the manager of, and may be deemed to beneficially own securities beneficially owned by, Oak Lawn. Michael Silverman and Kirk Rimer serve as Co-Presidents of I35, and may be deemed to beneficially own securities beneficially owned by, I35.
( 4 )Each reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended 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 reporting person in such securities.

Remarks:
Exhibit IndexExhibit 24.1 - Power of Attorney (filed herewith).

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