SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

NBSH Acquisition, LLC

(Last)

(First)

(Middle)

1290 AVENUE OF THE AMERICAS

(Street)

NEW YORK

10104

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/19/2021

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class C Common Stock⁽¹⁾	443,286,854⁽²⁾	I	NBSH Blue Investments, LLC

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Blue Owl Operating Group Units⁽³⁾	⁽³⁾	⁽³⁾	Class A Common Stock	443,286,854⁽²⁾	⁽³⁾	I	NBSH Blue Investments, LLC
Series E-1 Seller Earnout Units⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	22,034,622⁽²⁾	⁽⁴⁾	I	NBSH Blue Investments, LLC
Series E-2 Seller Earnout Units⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	22,034,622⁽²⁾	⁽⁵⁾	I	NBSH Blue Investments, LLC

Explanation of Responses:

1. 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 an equivalent amount of cash or, at the option of the Issuer, one share of the Issuer's Class A common stock.

2. Represents securities received in connection with the Issuer's business combination pursuant to the Business Combination Agreement, dated as of December 23, 2020, as amended, by and among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC.

3. 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 an equivalent amount of cash or, at the option of the Issuer, one share of the Issuer's Class A common stock. Blue Owl Operating Group Units have no expiration date.

4. 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.

5. 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.

Remarks:

On May 19, 2021, Andrew S. Komaroff, Chief Operating Officer of Neuberger Berman Group LLC, was appointed to the board of directors of the Issuer. Neuberger Berman Group LLC is a wholly-owned subsidiary of the Reporting Person. On the basis of the relationships among Mr. Komaroff, Neuberger Berman Group LLC and the Reporting Person, the Reporting Person may be deemed a director by deputization in respect of the Issuer. This filing shall not be deemed an admission that for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, that the Reporting Person is the beneficial owner of any equity securities in excess of its pecuniary interest, and the Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein, if any.

	By: /s/ Heather P. Zuckerman, Administrative Member of NBSH Acquisition, LLC	05/28/2021
	** 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 5 (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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