Sec Form 3 Filing - Owl Rock Capital Feeder LLC @ BLUE OWL CAPITAL INC. - 2021-05-19

FORM 3 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 Owl Rock Capital Feeder LLC 2. Issuer Name and Ticker or Trading Symbol BLUE OWL CAPITAL INC. [ OWL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks. (Last) (First) (Middle) 399 PARK AVENUE, 38TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/19/2021 (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 Class C common Stock 107,540,000 D ( 1 ) Class D common Stock 161,847,700 D ( 2 ) ( 3 )

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 Blue Owl Operating Group Unit ( 4 ) ( 4 ) ( 4 ) Class B common Stock 161,847,700 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) Blue Owl Operating Group Unit ( 5 ) ( 5 ) ( 5 ) Class A common Stock 107,540,000 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 5 ) Series E-1 Seller Earnout Unit ( 6 ) ( 6 ) ( 6 ) Class B common stock ( 4 ) ( 6 ) 6,772,500 I See Footnotes ( 2 ) ( 3 ) ( 6 ) Series E-2 Seller Earnout Unit ( 7 ) ( 7 ) ( 7 ) Class B common stock ( 4 ) ( 7 ) 6,772,500 I See Footnotes ( 2 ) ( 3 ) ( 7 ) Series E-1 Seller Earnout Unit ( 8 ) ( 8 ) ( 8 ) Class A common stock ( 5 ) ( 8 ) 4,500,000 I See Footnotes ( 1 ) ( 8 ) Series E-2 Seller Earnout Unit ( 9 ) ( 9 ) ( 9 ) Class A common stock ( 5 ) ( 9 ) 4,500,000 I See Footnotes ( 1 ) ( 9 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Owl Rock Capital Feeder LLC 399 PARK AVENUE, 38TH FLOOR NEW YORK, NY10022 X See Remarks. Owl Rock Capital Partners LP 399 PARK AVENUE, 38TH FLOOR NEW YORK, NY10022 X See Remarks. Signatures OWL ROCK CAPITAL FEEDER LLC, By: Alan J. Kirshenbaum Its: Authorized Signatory 05/27/2021 Signature of Reporting Person Date OWL ROCK CAPITAL PARNTERS LP, By Alan J. Kirshenbaum Its: Authorized Signatory 05/27/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of 107,540,000 shares of Class C common stock, 107,540,000 Blue Owl Operating Group Units and 9,000,000 Seller Earnout Units (as described in footnotes (8) and (9)) held directly by Owl Rock Capital Feeder LLC ("Owl Rock Feeder") on behalf of Dyal Capital Partners IV Holdings (A) LP. Owl Rock Capital Partners LP ("Owl Rock Capital Partners") is the managing member of Owl Rock Feeder. Owl Rock Capital Partners is managed by its general partner, Owl Rock Capital Partners (GP) LLC, which is governed by an executive committee comprised of Messrs. Ostrover, Lipschultz and Packer with decisions over certain matters requiring the vote of Mr. Ostrover. Each of the foregoing and their affiliates expressly disclaim beneficial ownership of the securities held by Owl Rock Feeder except to the extent of their respective pecuniary interests therein. ( 2 )Consists of an aggregate of 161,847,700 shares of Class D common stock, 161,847,700 Blue Owl Operating Group Units (as described in footnote (4)) and 13,545,000 Seller Earnout Units (as described in footnotes (6) and (7)) held directly by Owl Rock Feeder on behalf of Douglas I. Ostrover, Marc S. Lipschultz, Alan J. Kirshenbaum and Craig W. Packer, their respective spouses and vehicles controlled by them (collectively, the "Owl Rock Principals"). Owl Rock Capital Partners is the managing member of Owl Rock Feeder. Owl Rock Capital Partners is managed by its general partner, Owl Rock Capital Partners (GP) LLC, which is governed by an executive committee comprised of Messrs. Ostrover, Lipschultz and Packer with decisions over certain matters requiring the vote of Mr. Ostrover. Each of the foregoing and their affiliates expressly disclaims beneficial ownership of the securities held by Owl Rock Feeder except to the extent of their respective pecuniary interests therein. ( 3 )(Continued from Footnote 3) The shares of Class D common stock and Blue Owl Operating Group Units reflected in Tables I and II do not include the shares and units that may become issuable in respect of the Series E-1 and E-2 Seller Earnout Units as described in footnotes (6) through (9). ( 4 )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 for an equal number of newly issued shares of Class B common stock from time to time, subject to any applicable transfer restrictions and the terms of the Exchange Agreement, dated as of May 19, 2021 (the "Exchange Agreement") 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. ( 5 )Each Blue Owl Operating Group Unit (which consists of one Blue Owl Carry Unit and one Blue Owl Holdings Unit), upon the cancellation of an equal number of shares of Class C common stock, may be exchanged for an equal number of newly issued shares of Class A common stock from time to time, subject to any applicable transfer restrictions and the terms of the Exchange Agreement or (at the election 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 app licable exchange date. Blue Owl Operating Group Units do not expire. ( 6 )Owl Rock Feeder has the right to acquire 6,772,500 Blue Owl Operating Group Units and an equal number of shares of Class D common stock on behalf of the Owl Rock Principals, if (i) the volume-weighted average share price on Blue Owl's Class A common stock is $12.50 or above for 20 consecutive 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. ( 7 )Owl Rock Feeder has the right to acquire 6,772,500 Blue Owl Operating Group Units and an equal number of shares of Class D common stock on behalf of the Owl Rock Principals, if (i) the volume-weighted average share price on Blue Owl's Class A common stock is $15.00 or above for 20 consecutive 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. ( 8 )Owl Rock Feeder has the right to acquire 4,500,000 Blue Owl Operating Group Units and an equal number of shares of Class C common stock on behalf of Dyal Capital Partners IV Holdings (A) LP if (i) the volume-weighted average share price on Blue Owl's Class A common stock is $12.50 or above for 20 consecutive 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. ( 9 )Owl Rock Feeder has the right to acquire 4,500,000 Blue Owl Operating Group Units and an equal number of shares of Class C common stock on behalf of Dyal Capital Partners IV Holdings (A) LP if (i) the volume-weighted average share price on Blue Owl's Class A common stock is $15.00 or above for 20 consecutive 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: Douglas Ostrover is a director of Blue Owl Capital Inc. and indirectly controls Owl Rock Feeder and Owl Rock Capital Partners. On the basis of the relationship between Owl Rock Feeder, Owl Rock Capital Partners and Mr. Ostrover, each of Owl Rock Feeder and Owl Rock Capital Partners may be subject to Section 16 of the 1934 Act as if it were a director of Blue Owl Capital Inc.

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