4//SEC Filing
NBSH Acquisition, LLC 4
Accession 0001209191-21-046321
CIK 0001823945other
Filed
Jul 11, 8:00 PM ET
Accepted
Jul 12, 5:41 PM ET
Size
15.4 KB
Accession
0001209191-21-046321
Insider Transaction Report
Form 4
NBSH Acquisition, LLC
Director
Transactions
- Other
Blue Owl Operating Group Units
2021-06-15−443,286,854→ 0 total(indirect: By LLC)→ Class A Common Stock (443,286,854 underlying) - Other
Series E-2 Seller Earnout Units
2021-06-15−22,034,622→ 0 total(indirect: By LLC)→ Class A Common Stock (22,034,622 underlying) - Other
Series E-1 Seller Earnout Units
2021-06-15−22,034,622→ 0 total(indirect: By LLC)→ Class A Common Stock (22,034,622 underlying) - Other
Class C Common Stock
2021-06-15−443,286,854→ 0 total(indirect: By LLC)
Footnotes (5)
- [F1]Shares of Class C common stock of Blue Owl Capital Inc. (the "Issuer") have no economic rights (other than the right to receive the par value of such shares in connection with the liquidation, dissolution or winding up of the Issuer), and each share of Class C common stock entitles its holder to one vote per share. Subject to certain lock-up periods, each share of Class C common stock, together with one unit of Blue Owl Capital Carry LP and one unit of Blue Owl Capital Holdings LP (collectively, "Blue Owl Operating Group Unit"), is exchangeable for one share of the Issuer's Class A common stock or, at the option of the Issuer, an equivalent amount of cash.
- [F2]The Reporting Person distributed to its members, on a pro rata basis, all of its ownership interest in NBSH Blue Investments, LLC.
- [F3]Each Blue Owl Operating Group Unit comprises one unit of limited partnership interest in Blue Owl Capital Carry LP and one unit of limited partnership interest in Blue Owl Capital Holdings LP. Subject to certain lock-up periods, each Blue Owl Operating Group Unit, together with one share of Class C common stock of the Issuer, is exchangeable for one share of the Issuer's Class A common stock or, at the option of the Issuer, an equivalent amount of cash. Blue Owl Operating Group Units have no expiration date.
- [F4]Each Series E-1 Seller Earnout Unit represents the right to acquire one Blue Owl Operating Group Unit and one share of Class C common stock if (i) the volume-weighted average share price on Blue Owl's Class A common stock is $12.50 or above for 20 consecutive trading days within 5 years after May 19, 2021 (the "Closing Date") or (ii) there is a merger, consolidation, tender offer, exchange offer, business combination or sale at or above the relevant vesting metric.
- [F5]Each Series E-2 Seller Earnout Unit represents the right to acquire one Blue Owl Operating Group Unit and one share of Class C common stock if (i) the volume-weighted average share price on Blue Owl's Class A common stock is $15.00 or above for 20 consecutive trading days within 5 years after the Closing Date or (ii) there is a merger, consolidation, tender offer, exchange offer, business combination or sale at or above the relevant vesting metric.
Documents
Issuer
BLUE OWL CAPITAL INC.
CIK 0001823945
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001462880
Filing Metadata
- Form type
- 4
- Filed
- Jul 11, 8:00 PM ET
- Accepted
- Jul 12, 5:41 PM ET
- Size
- 15.4 KB