SC 13G/A

NAME OF REPORTING PERSON OR

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Blue Pool Capital Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Hong Kong

SC 13G/A 1 d739758dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Blue Owl Capital Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Titles of Class of Securities)

09581B103

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page..

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


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CUSIP No. 09581B103		SCHEDULE 13G		Page 5 of 10

Item 1(a).

Name of Issuer:

Blue Owl Capital Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

399 Park Avenue

37th Floor

New York, NY 10022

Item 2(a).

Name of Person Filing:

This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

1. Blue Pool Capital Limited (“BPCL”);

2. Blue Pool Management Ltd. (“BPM”); and

3. Oliver Paul Weisberg (“Mr. Weisberg”).

This Statement relates to Shares (as defined herein) held for the account of Absolute Partners Master Fund Limited (“APMF”), an exempted company organized under the laws of the Cayman Islands. BPCL is the investment manager of APMF and, in such capacity, exercises voting and investment power over the Shares held for the account of APMF. BPM is the sole shareholder of BPCL. Mr. Weisberg is the sole shareholder and a director of BPM. Mr. Weisberg is also a director of BPCL.

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Reporting Persons is as follows:

25/F Hysan Place

500 Hennessy Road

Causeway Bay, Hong Kong

Item 2(c).

Citizenship:

1. BPCL is a company incorporated in Hong Kong;

2. BPM is an exempted company incorporated with limited liability in the Cayman Islands;

3. Mr. Weisberg is a citizen of the Hong Kong Special Administrative Region of the People’s Republic of China and the Republic of Malta.

Item 2(d).

Titles of Classes of Securities:

Class A Common Stock, par value $0.0001 per share.

Item 2(e).

CUSIP Number:

09581B103


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Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):


(a)	☐	Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).

(b)	☐	Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

(c)	☐	Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).

(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	☐	Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)	☐	Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)	☒	Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)	☐	Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)	☐	Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)	☒	Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J).

(k)	☐	Group in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: See responses to Item 12 on each cover page.

Item 4.

Ownership

(a) Amount beneficially owned:

As of December 31, 2023, each of the Reporting Persons may be deemed the beneficial owner of 6,900,000 Shares held by APMF.

(b) Percent of class:

As of December 31, 2023, each of the Reporting Persons may be deemed the beneficial owner of approximately 1.5% of Shares outstanding (based on 455,748,576 Shares outstanding as of October 31, 2023 based on information from the Issuer).


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(c)	Number of shares as to which such person has:

(i)	Sole power to vote or to direct the vote: 0

(ii)	Shared power to vote or to direct the vote: 6,900,000

(iii)

Sole power to dispose or to direct the disposition of: 0

(iv)	Shared power to dispose or to direct the disposition of: 6,900,000

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

See disclosure in Items 2 and 4 hereof. APMF has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

See disclosure in Item 2 hereof.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

Item 9. Notice of Dissolution of Group.

Not Applicable.


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Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

By signing below I further certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to BPCL, licensed and regulated by the Securities and Futures Commission of Hong Kong to conduct Type 9 regulated activity (asset management), is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution listed in Rule 13d-1(b)(1)(ii)(E). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.


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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2024


Blue Pool Capital Limited

By:		/s/ Henry Li
Name:		Henry Li
Title:		Partner and General Counsel

Blue Pool Management Ltd.

By:		/s/ Henry Li
Name:		Henry Li
Title:		Attorney-in-fact for each of Oliver Paul Weisberg and Henry Li, Directors of Blue Pool Management Ltd.

Oliver Paul Weisberg

By:		/s/ Henry Li
Name:		Henry Li
Title:		Attorney-in-fact

[Signature Page to Schedule 13G]


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Exhibit Index


Exhibit.		Description

A		Joint Filing Agreement

B		Power of Attorney: Oliver Paul Weisberg

SEC Form SC 13G/A filed by Blue Owl Capital Inc. (Amendment)