Andrew Robert Polland Form 4 BLUE OWL CAPITAL / Andrew Robert Polland ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Polland Andrew Robert

(Last)

(First)

(Middle)

399 PARK AVENUE

37TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BLUE OWL CAPITAL INC. [ OWL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class D Shares	09/03/2024		C⁽¹⁾		49,647	D	⁽¹⁾	74,687	I	See Footnotes⁽¹⁾
Class A Shares	09/03/2024		C⁽²⁾		49,647	A	⁽²⁾	49,647	I	See Footnotes⁽²⁾
Class A Shares								289,433	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Blue Owl Operating Group Units	⁽³⁾⁽⁴⁾	09/03/2024		C⁽¹⁾⁽²⁾			49,647	⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Class B Shares	49,647	⁽¹⁾⁽²⁾	74,687	I	See Footnotes⁽¹⁾

Explanation of Responses:

1. On September 3, 2024, the Reporting Person received a distribution of 49,647 Blue Owl Operating Group Units and an equal number of Class D Shares that were previously held by Dyal Capital SLP LP on behalf of Mr. Polland, his spouse or one or more entities controlled by him and immediately contributed such interests to a vehicle controlled by the Issuer ("Exchange Vehicle"). Such contribution and distribution are each exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16a-13 thereunder. In connection with such contribution, the Class D Shares were converted into Class C Shares.

2. On September 3, 2024, on behalf of the Reporting Person, the Exchange Vehicle exchanged 49,647 Blue Owl Operating Group Units for 49,647 Class A Shares pursuant to the terms of the Exchange Agreement (the "Exchange"). Upon Exchange, 49,647 Class C Shares were surrendered to the Issuer and automatically cancelled.

3. Each Blue Owl Operating Group Unit (which consists of one common unit of Blue Owl Capital Carry LP, a Delaware limited partnership ("Blue Owl Carry"), and one common unit of Blue Owl Capital Holdings LP, a Delaware limited partnership ("Blue Owl Holdings" and together with Blue Owl Carry, the "Blue Owl Operating Partnerships" and such common units, the "Blue Owl Operating Group Units")), upon the cancellation of an equal number of shares of Class D Common Stock (the "Class D Shares") or Class C Common Stock (the "Class C Shares") of Blue Owl Capital Inc. (the "Issuer"), as applicable, may be exchanged from time to time for an equal number of newly issued shares of Class B Common Stock (the "Class B Shares") or Class A Common Stock (the "Class A Shares"),

4. (Continued from footnote 3) as applicable, subject to any applicable transfer restrictions and the terms of the Second Amended & Restated Exchange Agreement, dated as of February 21, 2024 (the "Exchange Agreement"), or (at the election of an exchange committee of the general partner of the Blue Owl Operating Partnerships) a cash payment equal to the five-day volume weighted average price of the Class A Shares immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire.

Remarks:

The reported transactions do not result in, and do not reflect, any change in the Reporting Person's pecuniary interest.

	/s/ Neena A. Reddy, as Attorney-in-Fact	09/03/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Andrew Robert Polland Form 4BLUE OWL CAPITAL / Andrew Robert Polland ownership change