Sec Form 4 Filing - Polland Andrew Robert @ BLUE OWL CAPITAL INC. - 2024-02-29

Insider filing report for Changes in Beneficial Ownership
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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
Polland Andrew Robert
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 _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last) (First) (Middle)
399 PARK AVENUE, 37TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
02/29/2024
(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 Shares 02/29/2024 C( 1 ) 124,335 D 124,334 I See Footnotes ( 1 )
Class A Shares 03/01/2024 C( 2 ) 124,335 A 124,335 I See Footnotes ( 2 )
Class A Shares 289,431 D
(D)
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) Date Exercisable Expiration Date Title Amount or Number of Shares
Blue Owl Operating Group Units ( 3 ) ( 4 ) 02/29/2024 C( 1 )( 2 ) 124,335 ( 3 )( 4 ) ( 3 )( 4 ) Class B Shares 124,335 ( 1 ) ( 2 ) 124,334 I See Footnotes ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Polland Andrew Robert
399 PARK AVENUE
37TH FLOOR
NEW YORK, NY10022
Chief Operating Officer
Signatures
/s/ Neena A. Reddy, as Attorney-in-Fact 03/01/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 29, 2024, the Reporting Person received a distribution of 124,335 Blue Owl Operating Group Units and an equal number of Class D Shares that were previously held by Dyal Capital SLP LP on behalf of Mr. Polland, his spouse or one or more entities controlled by him and immediately contributed such interests to a vehicle controlled by the Issuer ("Exchange Vehicle"). Such contribution and distribution are each exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16a-13 thereunder. In connection with such contribution, the Class D Shares were converted into Class C Shares.
( 2 )On March 1, 2024, on behalf of the Reporting Person, the Exchange Vehicle exchanged 124,335 Blue Owl Operating Group Units for 124,335 Class A Shares pursuant to the terms of the Exchange Agreement (the "Exchange"). Upon Exchange, 124,335 Class C Shares were surrendered to the Issuer and automatically cancelled.
( 3 )Each Blue Owl Operating Group Unit (which consists of one common unit of Blue Owl Capital Carry LP, a Delaware limited partnership ("Blue Owl Carry"), and one common unit of Blue Owl Capital Holdings LP, a Delaware limited partnership ("Blue Owl Holdings" and together with Blue Owl Carry, the "Blue Owl Operating Partnerships" and such common units, the "Blue Owl Operating Group Units")), upon the cancellation of an equal number of shares of Class D Common Stock (the "Class D Shares") or Class C Common Stock (the "Class C Shares") of Blue Owl Capital Inc. (the "Issuer"), as applicable, may be exchanged from time to time for an equal number of newly issued shares of Class B Common Stock (the "Class B Shares") or Class A Common Stock (the "Class A Shares"),
( 4 )(Continued from footnote 3) as applicable, subject to any applicable transfer restrictions and the terms of the Second Amended & Restated Exchange Agreement, dated as of February 21, 2024 (the "Exchange Agreement"), or (at the election of an exchange committee of the general partner of the Blue Owl Operating Partnerships) a cash payment equal to the five-day volume weighted average price of the Class A Shares immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire.

Remarks:
The reported transactions do not result in, and do not reflect, any change in the Reporting Person's pecuniary interest.

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