Form 4: Owl Rock Entities Transfer 300,000 Shares and Units to Principals

Owl Rock Capital Feeder LLC and Owl Rock Capital Partners LP reported the disposition of 300,000 Class D Shares and an equal number of Blue Owl Operating Group Units to certain Owl Rock Principals for no consideration.

Summary

• Owl Rock Capital Feeder LLC and Owl Rock Capital Partners LP, significant owners of Blue Owl Capital Inc. (OWL), reported a transaction on June 2, 2025.
• The transaction involved the disposition of 300,000 shares of Blue Owl Capital Inc.'s Class D common stock and an equal number of common units of Blue Owl Capital Holdings LP (Blue Owl Operating Group Units).
• These securities were transferred to certain Owl Rock Principals (Messrs. Douglas Ostrover, Marc Lipschultz, Alan Kirshenbaum, and Craig Packer, along with their spouses and controlled vehicles) for no consideration.
• Following this transaction, Owl Rock Feeder continues to beneficially own an aggregate of 171,504,846 Class D Shares and an equal number of Blue Owl Operating Group Units.
• Blue Owl Operating Group Units are exchangeable for an equal number of newly issued Class B common stock shares of the Issuer, or a cash payment, upon cancellation of an equal number of Class D Shares, subject to the terms of the Third Amended and Restated Exchange Agreement dated April 1, 2025.

Sentiment

Score: 6

Explanation: The transaction is a disposition for no consideration to key principals, which is likely an internal transfer for compensation or restructuring purposes. While it's a 'disposition' from the reporting entity, it consolidates ownership with key individuals, which can be seen as a neutral to slightly positive move for long-term alignment, rather than a sale into the open market.

Positives

• The transfer of shares and units to key principals for no consideration may align their interests more closely with the long-term performance and strategic objectives of Blue Owl Capital Inc.
• This type of transaction can be part of a structured compensation or incentive plan, potentially motivating key management and reinforcing their commitment to the company's success.

Negatives

• The disposition of shares by the reporting entities, even for no consideration, represents a reduction in their direct holdings, although beneficial ownership remains largely with the principals, indicating an internal restructuring rather than an external sale.

Future Outlook

NA

Management Comments

• "The reported transaction is a disposition by Owl Rock Capital Feeder LLC ('Owl Rock Feeder') to certain Owl Rock Principals... for no consideration of shares of Blue Owl Capital Inc.'s... Class D common stock... and an equal number of common units... of Blue Owl Capital Holdings LP."
• "Each Blue Owl Operating Group Unit, upon the cancellation of an equal number of Class D Shares, may be exchanged from time to time for an equal number of newly issued shares of the Issuer's Class B common stock..., respectively, subject to any applicable transfer restrictions and the terms of the Third Amended and Restated Exchange Agreement, dated as of April 1, 2025, 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 the Issuer's Class A common stock immediately prior to the applicable exchange date."
• "Douglas Ostrover is a director of the Issuer and indirectly controls Owl Rock Feeder and Owl Rock Capital Partners. On the basis of the relationship between Owl Rock Feeder, Owl Rock Capital Partners and Mr. Ostrover, each of Owl Rock Feeder and Owl Rock Capital Partners may be subject to Section 16 of the 1934 Act as if it were a director of Issuer."
• "Each of the Owl Rock Principals expressly disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein."

Industry Context

This Form 4 filing details an internal ownership restructuring or compensation event within Blue Owl Capital Inc.'s principal entities, which is a common practice in the asset management industry for aligning management incentives. It does not reflect broader industry trends or competitive dynamics.

Corporate Governance

Related Party Transactions

• The transaction involves the disposition of shares and units from Owl Rock Capital Feeder LLC to certain Owl Rock Principals (Douglas Ostrover, Marc Lipschultz, Alan Kirshenbaum, and Craig Packer), who are key management and significant shareholders, constituting a related party transaction.

Stakeholder Impact

• Shareholders: The transaction clarifies the internal ownership structure and the alignment of key principals' interests with the company's performance, potentially signaling stability in leadership's commitment.
• Management/Principals: The transfer of shares and units to the Owl Rock Principals for no consideration likely serves as a form of compensation or incentive, directly impacting their equity holdings and long-term vested interest in the company.

Key Dates

Keywords

Blue Owl Capital Inc., OWL, SEC Form 4, Insider Transaction, Share Disposition, Class D Shares, Blue Owl Operating Group Units, Owl Rock Capital Feeder, Owl Rock Capital Partners, Douglas Ostrover, Related Party Transaction