Form 4: Owl Rock Feeder Distributes Blue Owl Capital Shares

Owl Rock Capital Feeder LLC distributed 120,000 Class D Shares and Blue Owl Operating Group Units of Blue Owl Capital Inc. to Owl Rock Principals.

Summary

• Owl Rock Capital Feeder LLC distributed 120,000 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).
• The distribution was made to certain Owl Rock Principals for no consideration.
• Following this transaction, Owl Rock Capital Feeder LLC indirectly beneficially owns 170,884,846 Class D Shares and an equal number of Blue Owl Operating Group Units.
• Each Blue Owl Operating Group Unit is exchangeable for an equal number of newly issued shares of the Issuer's Class B common stock or, at the election of an exchange committee, a cash payment based on the five-day volume weighted average price of the Issuer's Class A common stock.

Sentiment

Score: 5

Explanation: The filing reports an internal distribution of shares and units for no consideration, which is a neutral event for public investors, reflecting internal corporate governance and ownership structure management rather than a direct positive or negative operational or financial outcome.

Positives

• The transaction is an internal distribution for no consideration, indicating a restructuring of ownership among principals rather than a market sale.
• Owl Rock Capital Feeder LLC retains a substantial indirect beneficial ownership of 170,884,846 shares/units, demonstrating continued significant alignment with Blue Owl Capital Inc.

Future Outlook

Blue Owl Operating Group Units may be exchanged for Class B Shares or a cash payment in the future, subject to the terms of the Third Amended and Restated Exchange Agreement.

Management Comments

• Douglas Ostrover is a director of the Issuer and indirectly controls Owl Rock Feeder and Owl Rock Capital Partners.
• Owl Rock Principals (Messrs. Douglas Ostrover, Marc Lipschultz, Alan Kirshenbaum, and Craig Packer) expressly disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein.

Industry Context

This transaction reflects an internal ownership restructuring within a major alternative asset management firm and its related entities. Such distributions and complex share structures (e.g., Class D and Operating Group Units exchangeable for Class B) are common mechanisms in the alternative investment industry for managing principal ownership, liquidity, and control.

Comparison to Industry Standards

• The use of Class D shares and exchangeable operating units is a common structure in alternative asset management firms, similar to those employed by peers like Blackstone (BX), KKR (KKR), or Apollo Global Management (APO) to manage partner interests and provide pathways to public equity.
• Form 4 filings are standard regulatory disclosures for reporting changes in beneficial ownership by insiders, aligning with industry best practices for transparency.

Corporate Governance

Related Party Transactions

• The reported transaction is a distribution by Owl Rock Capital Feeder LLC to certain Owl Rock Principals for no consideration, which constitutes a related party transaction.

Stakeholder Impact

• Shareholders: Provides transparency into the internal ownership structure and movements of a significant 10% owner, Owl Rock Capital Feeder LLC, and its principals.
• Owl Rock Principals: Directly impacts their beneficial ownership of Blue Owl Capital Inc. through the distribution of shares and units.

Next Steps

• Blue Owl Operating Group Units may be exchanged for Class B Shares or a cash payment in accordance with the Third Amended and Restated Exchange Agreement.

Key Dates

Keywords

Blue Owl Capital Inc., OWL, Owl Rock Capital Feeder, Owl Rock Capital Partners, beneficial ownership, Class D Shares, Blue Owl Operating Group Units, insider transaction, distribution