4//SEC Filing
Zahr Marc 4
Accession 0001193125-25-318012
CIK 0001823945other
Filed
Dec 11, 7:00 PM ET
Accepted
Dec 12, 8:03 PM ET
Size
12.2 KB
Accession
0001193125-25-318012
Insider Transaction Report
Form 4
Zahr Marc
DirectorCo-President
Transactions
- Other
Class C Shares
2025-12-10−40,956,995→ 8,689,867 total(indirect: See Footnotes) - Other
Blue Owl Operating Group Units
2025-12-10−40,956,995→ 8,689,867 total(indirect: See Footnotes)→ Class A Shares (40,956,995 underlying)
Holdings
- 40,956,995(indirect: By Trust)
Class C Shares
- 40,956,995(indirect: By Trust)
Blue Owl Operating Group Units
→ Class A Shares (40,956,995 underlying)
Footnotes (4)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
Documents
Issuer
BLUE OWL CAPITAL INC.
CIK 0001823945
Entity typeother
Related Parties
1- filerCIK 0001901889
Filing Metadata
- Form type
- 4
- Filed
- Dec 11, 7:00 PM ET
- Accepted
- Dec 12, 8:03 PM ET
- Size
- 12.2 KB