Sec Form 4 Filing - Ward Sean Jason @ BLUE OWL CAPITAL INC. - 2021-07-21

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 Ward Sean Jason 2. Issuer Name and Ticker or Trading Symbol BLUE OWL CAPITAL INC. [ OWL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior Managing Director (Last) (First) (Middle) 399 PARK AVENUE, 38TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 07/21/2021 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 D COMMON STOCK 07/21/2021 07/21/2021 C( 1 )( 2 ) 651,637 A 16,486,415 I See Footnotes ( 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 BLUE OWL OPERATING GROUP UNITS ( 1 ) ( 2 ) 07/21/2021 07/21/2021 C( 1 )( 2 ) 651,637 07/21/2021 07/ 21/2021 Class B common stock 651,637 ( 1 ) ( 2 ) 16,486,415 I See Footnotes ( 3 ) ( 4 ) ( 5 ) SERIES E-1 SELLER EARNOUT UNITS ( 1 ) ( 2 ) 07/21/2021 07/21/2021 C( 1 )( 2 ) 651,637 07/21/2021 07/21/2021 Class B common stock 651,637 ( 1 ) ( 2 ) 0 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ward Sean Jason 399 PARK AVENUE, 38TH FLOOR NEW YORK, NY10022 X Senior Managing Director Signatures /s/ Neena A. Reddy, as Attorney-in-Fact 07/23/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of that certain Business Combination Agreement, dated as of December 23, 2020 (as the same has been amended, modified, supplemented or waived from time to time, the "Business Combination Agreement" or "BCA"), by and among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC, the reporting person became entitled to receive shares of Blue Owl Capital Inc.'s (the "Issuer") Class D common stock and an equal number of Blue Owl Operating Group Units issuable in respect of his Seller Earnout Units following the occurrence of a Triggering Event (as defined in the BCA). ( 2 )The first "Triggering Event" occurred when the volume weighted average share price equals or exceeds $12.50 per share for any 20 consecutive trading days following the Closing (as defined in the BCA). ( 3 )Consists of 16,486,415 shares of Class D common stock and an equal number of Blue Owl Operating Group Units (as described in Footnote (5)), held directly by Dyal Capital SLP LP ("Dyal SLP") on behalf of Mr. Ward, his spouse and one or more entities controlled by him. ( 4 )(Continued from Footnote 3) Mr. Ward expressly disclaims beneficial ownership of the securities held by Dyal SLP, including any shares of Class B common stock that may be acquired upon exchange of Blue Owl Operating Group Units and the cancellation of an equal number of shares of Class D common stock, and the Blue Owl Operating Group Units and shares of Class D common stock issuable in respect of the Seller Earnout Units upon the satisfaction of certain vesting conditions, in each case, except to the extent of his pecuniary interest therein. ( 5 )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 from time to time for an equal number of newly issued shares of Class B common stock, subject to any applicable transfer restrictions and the terms of the Exchange Agreement, dated as of May 19, 2021, 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.

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

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