Sec Form 4 Filing - Kirshenbaum Alan @ BLUE OWL CAPITAL INC. - 2021-12-15

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 Kirshenbaum Alan 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 Financial Officer (Last) (First) (Middle) 399 PARK AVENUE, 38TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/15/2021 (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 Shares( 1 )( 2 ) 12/15/2021 A 100,000 A $ 0 5,274,085 I See Footnotes( 3 )

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 ) 12/15/2021 A 100,000 ( 2 ) ( 2 ) Class B Shares 100,000 $ 0 5,274,085 I See Footnotes( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kirshenbaum Alan 399 PARK AVENUE 38TH FLOOR NEW YORK, NY10022 Chief Financial Officer Signatures /s/ Neena A. Reddy, as Attorney-in-Fact 12/17/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents Class D common stock of Blue Owl Capital Inc. ("Class D Shares") and Class P Units of Blue Owl Management Vehicle LP, a Delaware limited partnership ("Blue Owl Management Vehicle") equal to the number of Incentive Units (each of which consists of one Class P Unit of Blue Owl Capital Carry LP, a Delaware limited partnership ("Blue Owl Carry"), and one Class P 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")) issued or to be issued by the Blue Owl Operating Partnerships pursuant to the Blue Owl Capital Inc. 2021 Omnibus Equity Incentive Plan, as amended from time to time, and held by Blue Owl Management Vehicle on behalf of the Reporting Person. ( 2 )The reported Incentive Units were fully vested upon grant. Incentive Units settle by delivery of an equal number of Common Units of each of the Blue Owl Operating Partnerships (collectively, "Blue Owl Operating Group Units") and Class D Shares. Upon the cancellation of an equal number of Class D Shares, Blue Owl Operating Group Units may be exchanged from time to time at the request of the Reporting Person for an equal number of newly issued shares of Blue Owl Capital Inc.'s Class B common stock (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 shares of Class A common stock immediately prior to the applicable exchange date). Blue Owl Operating Group Units do not expire. ( 3 )Consists of an aggregate of 100,000 Class D Shares and an equal number of Blue Owl Operating Group Units held directly by, or to be issued and held by, Blue Owl Management Vehicle on behalf of Mr. Kirshenbaum and 5,174,085 Class D Shares and an equal number of Blue Owl Operating Group Units held or to be held directly by Owl Rock Capital Feeder LLC ("Owl Rock Feeder"), 1.69% of which is held on behalf of Mr. Kirshenbaum; 50.85% of which are held on behalf of Alan Kirshenbaum 2015 Family Trust over which Mr. Kirshenbaum has sole investment and voting power; and 47.46% of which are held on behalf of Kirshenbaum 2019 Family Trust over which Mr. Kirshenbaum has sole investment and voting power. Mr. Kirshenbaum expressly disclaims beneficial ownership of the securities held by Blue Owl Management Vehicle and Owl Rock Feeder except to the extent of his pecuniary interest therein.

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).

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