Co-President Zahr Marc disposed of 40,956,995 units of Class C Shares (SEC Form 4)
$OWL
Investment Managers
Finance
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BLUE OWL CAPITAL INC. [ OWL ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/10/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 Shares | 12/10/2025 | J(1) | 40,956,995 | D | (1) | 8,689,867 | I | See Footnotes(1)(2) | ||
| Class C Shares | 40,956,995 | I | By Trust(1)(4) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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)(3) | 12/10/2025 | J(1) | 40,956,995 | (3) | (3) | Class A Shares | 40,956,995 | (3) | 8,689,867 | I | See Footnotes(1)(2) | |||
| Blue Owl Operating Group Units | (1)(3) | (3) | (3) | Class A Shares | 40,956,995 | 40,956,995 | I | By Trust(1)(4) | |||||||
| Explanation of Responses: |
| 1. For estate planning purposes, the reporting person transferred 90% of the units of Augustus, LLC ("Augustus"), an investment vehicle controlled by the reporting person, to the Zahr Family Gift Trust (the "Trust"), with James J. Hennessey, as trustee (the "Trustee") of the Trust. As of the date hereof and after giving effect to such transfer, OSREC Feeder, LP holds 45,507,772 common units of Blue Owl Capital Holdings LP ("Blue Owl Holdings"), a Delaware limited partnership ("Blue Owl Operating Group Units"), and an equal number of shares of Class C common stock of the Issuer ("Class C Shares") on behalf of Augustus, with 90% of such securities (40,956,995 Blue Owl Operating Group Units and equal number of Class C Shares) indirectly held by Augustus on behalf of the Trust. |
| 2. Consists of (i) 4,550,777 Blue Owl Operating Group Units and an equal number of Class C Shares held directly by OSREC Feeder, LP on behalf of Augustus, corresponding to the reporting person's remaining holdings of 10% of the units in Augustus following the transfer of Augustus units described in footnote 1 above and (ii) 4,139,090 Blue Owl Operating Group Units and an equal number of Class C Shares issued or to be issued in respect of Incentive Units held by Blue Owl Management Vehicle LP on behalf of the reporting person. |
| 3. After the cancellation of an equal number of Class C Shares (and, in the case of the Incentive Units, the expiration of a one-year lock up from the grant date), 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 the Issuer's Class A common stock ("Class A Shares") (or at the election of an exchange committee of the general partner of Blue Owl Holdings, a cash payment equal to the five-day volume weighted average price of shares of Class A Shares immediately prior to the applicable exchange date). Blue Owl Operating Group Units do not expire. |
| 4. The Blue Owl Operating Group Units and an equal number of Class C Shares held directly by OSREC Feeder, LP on behalf of Augustus, corresponding to the Trust's holdings of 90% of the units in Augustus following the transfer of Augustus units described in footnote 1 above, are indirectly held by the Trust. The reporting person disclaims beneficial ownership of the securities held by the Trust, except to the extent of his pecuniary interest therein. The Trust is maintained for the benefit of immediate family members sharing the same household of the reporting person. As such, the reporting person will be deemed to remain the beneficial owner of the Blue Owl Operating Group Units and Class C Shares. |
| /s/ Neena A. Reddy, as Attorney-in-Fact | 12/12/2025 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||