Form 4: Blue Owl Capital Executive Michael Rees Reports Significant Share Transactions

Michael Rees, Co-President of Blue Owl Capital, reports a series of transactions involving Class A and Class C shares, as well as Blue Owl Operating Group Units, primarily related to distributions, exchanges, and a sale by Dyal IV.

Summary

• On November 6, 2024, Michael Rees, Co-President of Blue Owl Capital, reported several transactions involving Blue Owl Capital's securities.
• 30,166,206 Class C Shares and an equal number of Blue Owl Operating Group Units were distributed by Owl Rock Feeder to Dyal IV.
• Dyal IV exchanged 30,166,206 Blue Owl Operating Group Units for 30,166,206 Class A Shares.
• Concurrently, 30,166,206 Class C Shares were surrendered and automatically cancelled.
• Dyal IV sold 30,166,206 Class A shares at $22.70 per share in an unregistered block trade.
• Dyal IV has the right to request and receive future distributions of Class C Shares and Blue Owl Operating Group Units held by Owl Rock Feeder.
• Rees disclaims beneficial ownership of securities held by Dyal IV and GPSC II except to the extent of his indirect pecuniary interest.
• Rees indirectly holds 3,402,850 Class C Shares and Blue Owl Group Operating Units through Blue Owl Management Vehicle LP.
• Rees indirectly holds 100,080 securities through GPSC II.

Sentiment

Score: 5

Explanation: The document primarily describes transactions and ownership structures. It doesn't convey strong positive or negative sentiment, focusing instead on factual reporting.

Future Outlook

Dyal IV has the right to request and receive future distributions of Class C Shares and Blue Owl Operating Group Units held by Owl Rock Feeder.

Management Comments

• The reporting person expressly disclaims beneficial ownership of the securities held by Dyal IV except to the extent of his indirect pecuniary interest therein.
• As a member of such investment committee, which makes investment decisions by unanimous consent, the Reporting Person has a reportable interest in the securities held indirectly by Dyal IV but expressly disclaims beneficial ownership except to the extent of his indirect pecuniary interest therein.

Industry Context

This filing reflects the ongoing transactions and ownership adjustments within Blue Owl Capital's complex organizational structure, involving various entities and share classes. Such transactions are common in publicly traded partnerships and investment firms.

Comparison to Industry Standards

• Similar transactions are observed in other publicly traded alternative asset managers like Blackstone (BX), Apollo Global Management (APO), and KKR & Co. (KKR), where internal restructurings and unit exchanges are common.
• The exchange of operating group units for shares is a typical mechanism for providing liquidity to partners and aligning their interests with those of public shareholders, similar to what is seen in other partnership structures such as those used by The Carlyle Group (CG).

Key Dates