Sec Form 3 Filing - Blue Pool Capital Ltd @ 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 Blue Pool Capital Ltd 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) _____ Other (specify below) (Last) (First) (Middle) 25/F HYSAN PLACE, 500 HENNESSY ROAD, CAUSEWAY BAY 3. Date of Earliest Transaction (MM/DD/YY) 05/19/2021 (Street) HONG KONG, K3 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 A common stock, par value $0.0001 per share 58,083,024 ( 1 ) ( 2 ) ( 3 ) D ( 1 ) ( 2 ) ( 3 )

Class A common stock 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 Series E-1 common stock, par value $0.0001 per share ( 4 ) ( 4 ) ( 4 ) 2,795,082 D ( 1 ) ( 2 ) ( 3 ) Series E-2 common stock, par value $0.0001 per share ( 5 ) ( 5 ) ( 5 ) Class A common stock 2,795,082 D ( 1 ) ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Blue Pool Capital Ltd 25/F HYSAN PLACE 500 HENNESSY ROAD, CAUSEWAY BAY HONG KONG, K3 X Blue Pool Management Ltd. 25/F HYSAN PLACE 500 HENNESSY ROAD, CAUSEWAY BAY HONG KONG, K3 X WEISBERG OLIVER PAUL 25/F HYSAN PLACE 500 HENNESSY ROAD, CAUSEWAY BAY HONG KONG, K3 X Signatures Blue Pool Management Ltd., By: /s/ Henry Li, Name: Henry Li, Title: Attorney-in-fact for each of Oliver Paul Weisberg and Henry Li, Directors of Blue Pool Management Ltd 05/28/2021 Signature of Reporting Person Date Blue Pool Capital Limited, By: /s/ Henry Li, Name: Henry Li, Title: Partner and General Counsel 05/28/2021 Signature of Reporting Person Date Oliver Paul Weisberg, By:/s/ Henry Li, Name: Henry Li, Title: Attorney-in-fact for Oliver Paul Weisberg 05/28/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This statement is being filed by the following Reporting Persons: Blue Pool Capital Limited, Blue Pool Management Ltd. and Oliver Paul Weisberg. The securities covered by this statement are directly owned by PSPE II Limited. Blue Pool Capital Limited, which is a wholly owned subsidiary of Blue Pool Management Ltd., is the investment manager of PSPE II Limited and has voting and dispositive power over securities directly and indirectly held by PSPE II Limited. Mr. Weisberg is the sole shareholder of Blue Pool Management Ltd. Mr. Weisberg is also a director of Blue Pool Management Ltd. and Blue Pool Capital Limited. ( 2 )(Continued from Footnote 1) Each of the Reporting Persons may be deemed to have become a greater than 10% beneficial owner of the Issuer in connection with the consummation of the merger on May 19, 2021 (the "Merger") of Owl Rock Capital Group LLC ("Owl Rock") with and into a wholly owned subsidiary of Altimar Acquisition Corporation (which was renamed Blue Owl Capital Inc. in connection with the closing of the Merger (the "Issuer")). In connection with the Merger, the Issuer issued 58,083,024 shares of Class A common stock, 2,795,082 shares of Series E-1 common stock and 2,795,082 shares of Series E-2 common stock, as well as cash consideration, in exchange for equity interests of Owl Rock held by PSPE II Limited immediately prior to the Merger. ( 3 )This report shall not be an admission that any of the Reporting Persons is a beneficial owner of the securities held by PSPE II Limited, in each case for the purpose of Section 16 of the Exchange Act, or for any other purpose, except to the extent of their pecuniary interests therein, if any. Each of the Reporting Persons disclaims any beneficial ownership with respect to such securities, except to the extent of its respective pecuniary interest therein, if any. ( 4 )The shares of Series E-1 common stock vest, and automatically convert into Class A common stock on a one-for-one basis, if the volume-weighted average share price on the Issuer's Class A common stock is $12.50 or above for 20 consecutive days within 5 years after the closing of the Merger. The shares of Series E-1 common stock that have not vested by the fifth anniversary of the closing of the Merger will automatically be transferred to the Issuer and cancelled for no consideration. ( 5 )The shares of Series E-2 common stock vest, and automatically convert into Class A common stock on a one-for-one basis, if the volume-weighted average share price on the Class A Common Stock is $15.00 or above for 20 consecutive days within 5 years after the closing of the Merger. The shares of Series E-2 common stock that have not vested by the fifth anniversary of the closing of the Merger will automatically be transferred to the Issuer and cancelled for no consideration.

Remarks: Exhibit 24: Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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