Sec Form 4 Filing - Owl Rock Capital Feeder LLC @ 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) 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) _____ 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 07/21/2021 07/21/2021 C( 1 )( 2 ) 4,500,000 A 112,040,000 I See Footnotes ( 3 ) ( 5 ) CLASS D COMMON STOCK 07/21/2021 07/21/2021 C( 1 )( 2 ) 6,772,500 A 168,620,200 I See Footnotes ( 4 ) ( 6 )

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 ) 4,500,000 07/21/2021 07/21/2021 Class A common stock 4,500,000 ( 1 ) ( 2 ) 112,040,000 I See Footnotes ( 3 ) ( 5 ) BLUE OWL OPERATING GROUP UNITS ( 1 ) ( 2 ) 07/21/2021 07/21/2021 C( 1 )( 2 ) 6,772,500 07/21/2021 07/21/2021 Class B common stock 6,772,500 ( 1 ) ( 2 ) 168,620,200 I See Footnotes ( 4 ) ( 6 ) SERIES E-1 SELLER EARNOUT UNITS ( 1 ) ( 2 ) 07/21/2021 07/21/2021 C( 1 )( 2 ) 4,500,000 07/21/2021 07/21/2021 Class A common stock 4,500,000 ( 1 ) ( 2 ) 0 I See Footnotes ( 1 ) ( 2 ) ( 3 ) SERIES E-1 SELLER EARNOUT UNITS ( 1 ) ( 2 ) 07/21/2021 07/21/2021 C( 1 )( 2 ) 6,772,500 07/21/2021 07/21/2021 Class B common stock 6,772,500 ( 1 ) ( 2 ) 0 I See Footnotes ( 1 ) ( 2 ) ( 4 )

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 07/23/2021 Signature of Reporting Person Date OWL ROCK CAPITAL PARNTERS LP, By Alan J. Kirshenbaum Its: Authorized Signatory 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 4,500,000 shares of Blue Owl Capital Inc.'s (the "Issuer") Class C common stock, 6,772,500 shares of Class D common stock and an equal number of Blue Owl Operating Group Units issuable in respect of its 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 112,040,000 shares of Class C common stock and an equal amount of Blue Owl Operating Group Units (as described in footnote (5)) 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. ( 4 )Consists of an aggregate of 168,620,200 shares of Class D common stock and an equal amount of Blue Owl Operating Group Units (as described in footnote (6)) 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. ( 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 C common stock, may be exchanged from time to time for an equal number of newly issued shares of Class A common stock, 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. ( 6 )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 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.

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.

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 Instruction 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.