Sec Form 3 Filing - Tactical Opportunities Portfolio 2020, L.P. @ BLUE OWL CAPITAL INC. - 2021-05-19

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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
Tactical Opportunities Portfolio 2020, L.P.
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)
C/O ICONIQ CAPITAL, 394 PACIFIC AVENUE, 2ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/19/2021
(Street)
SAN FRANCISCO, CA94111
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 20,000,000 I ( 1 ) ( 7 ) ( 8 ) By BB Holdings AA LP
Class A Common Stock 10,000,000 D ( 2 ) ( 7 ) ( 8 )
Class A Common Stock 10,000,000 I ( 3 ) ( 7 ) ( 8 ) By Co-Investment Portfolio 2021 LP
Class A Common Stock 4,500,000 I ( 4 ) ( 7 ) ( 8 ) By Glide Path Solutions 2020 LP
Class A Common Stock 2,000,000 I ( 5 ) ( 7 ) ( 8 ) By Glide Path Solutions 2021 LP
Class A Common Stock 3,500,000 I ( 6 ) ( 7 ) ( 8 ) By BB Holdings AC LP
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
Tactical Opportunities Portfolio 2020, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA94111
X
Co-Investment Portfolio 2021, L.P.
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA94111
X
Tactical Opportunities Portfolio GP, LP
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA94111
X
ICQ Tactical Opportunities TT GP, LLC
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA94111
X
Co-Investment Portfolio GP II, LP
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA94111
X
ICQ Co-Investment II TT GP, LLC
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA94111
X
Makan Divesh
C/O ICONIQ CAPITAL
394 PACIFIC AVENUE, 2ND FLOOR
SAN FRANCISCO, CA94111
X
Signatures
Tactical Opportunities Portfolio 2020 LP, By: Tactical Opportunities Portfolio GP, LP, By: ICQ Tactical Opportunities TT GP LLC, By: Louis D. Thorne, Title: Authorized Signatory, /s/ Louis D. Thorne 06/01/2021
Signature of Reporting Person Date
Co-Investment Portfolio 2021 LP, By: Co-Investment Portfolio GP II LP, By: ICQ Co-Investment II TT GP LLC, By: Louis D. Thorne, Title: Authorized Signatory, /s/ Louis D. Thorne 06/01/2021
Signature of Reporting Person Date
Tactical Opportunities Portfolio GP, LP, By: ICQ Tactical Opportunities TT GP LLC, By: Louis D. Thorne, Title: Authorized Signatory, /s/ Louis D. Thorne 06/01/2021
Signature of Reporting Person Date
ICQ Tactical Opportunities TT GP LLC, By: Louis D. Thorne, Title: Authorized Signatory, /s/ Louis D. Thorne 06/01/2021
Signature of Reporting Person Date
Co-Investment Portfolio GP II LP, By: ICQ Co-Investment II TT GP LLC, By: Louis D. Thorne, Title: Authorized Signatory, /s/ Louis D. Thorne 06/01/2021
Signature of Reporting Person Date
ICQ Co-Investment II TT GP LLC, By: Louis D. Thorne, Title: Authorized Signatory, /s/ Louis D. Thorne 06/01/2021
Signature of Reporting Person Date
Divesh Makan, By: /s/ Divesh Makan 06/01/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares are held by BB Holdings AA LP ("BB Holdings AA").
( 2 )The shares are held by Tactical Opportunities Portfolio 2020 LP ("Tactical Opportunities 2020").
( 3 )The shares are held by Co-Investment Portfolio 2021 LP ("Co-Investment Portfolio 2021").
( 4 )The shares are held by Glide Path Solutions 2020 LP ("Glide Path Solutions 2020").
( 5 )The shares are held by Glide Path Solutions 2021 LP ("Glide Path Solutions 2021").
( 6 )The shares are held by BB Holdings AC LP ("BB Holdings AC").
( 7 )ICQ BB GP, LLC ("ICQ BB GP") is the sole general partner of BB Holdings AA, Glide Path Solutions 2020, Glide Path Solutions 2021 and BB Holdings AC. Tactical Opportunities Portfolio GP, LP ("Tactical Opportunities Portfolio GP") is the sole general partner of Tactical Opportunities 2020, and ICQ Tactical Opportunities TT GP LLC ("ICQ Tactical Opportunities") is the sole general partner of Tactical Opportunities Portfolio GP. Co-Investment Portfolio GP II LP ("Co-Investment Portfolio GP II") is the sole general partner of Co-Investment Portfolio 2021, and ICQ Co-Investment II TT GP LLC ("ICQ Co-Investment II" and together with ICQ BB GP and ICQ Tactical Opportunities, the "Ultimate General Partners") is the sole general partner of ICQ Co-Investment GP II. Divesh Makan ("Makan") is the managing member of the Ultimate General Partners.
( 8 )Each of ICQ BB GP, Tactical Opportunities Portfolio GP, ICQ Tactical Opportunities, Co-Investment Portfolio GP II, ICQ Co-Investment II and Mr. Makan disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any of such Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Remarks:
This Form 3 is the second of two Forms 3 being filed relating to the same event. The Form 3 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. The first of two Forms 3 was filed by the designated filer BB Holdings AA LP.

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 Instruc tion 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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