BLUE OWL CAPITAL INC. — Director's Dealing 2021

May 28, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: BLUE OWL CAPITAL INC. (OWL)
CIK: 0001823945
Period of Report: 2021-05-19

Reporting Person: Ward Sean Jason (Director, Senior Managing Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class D common stock	15834778	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Blue Owl Operating Group Unit	$		Class B common stock (15834778)		Indirect
Series E-1 Seller Earnout Unit	$		Class B common stock (651637)		Indirect
Series E-2 Seller Earnout Unit	$		Class B common stock (651637)		Indirect

Footnotes

F1: Consists of an aggregate of 15,834,778 shares of Class D common stock, 15,834,778 Blue Owl Operating Group Units (as described in footnote (2)) and 1,303,274 Seller Earnout Units (as described in footnotes (3) and (4)) held directly by Dyal Capital SLP LP ("Dyal SLP") on behalf of Mr. Ward, his spouse or one or more entities controlled by him. Mr. Ward expressly disclaims beneficial ownership of the securities held by Dyal SLP except to the extent of his pecuniary interest therein. The shares of Class D common stock and Blue Owl Operating Group Units reflected in Tables I and II do not include the shares and units that may become issuable in respect of the Series E-1 and E-2 Seller Earnout Units as described in footnotes (3) and (4).

F2: Each Blue Owl Operating Group Unit (which consists of one common unit of Blue Owl Capital Carry LP and one common unit of Blue Owl Capital Holdings LP), upon the cancellation of an equal number of shares of Class D common stock, may be exchanged for an equal number of newly issued shares of Class B common stock from time to time, subject to any applicable transfer restrictions and the terms of the Exchange Agreement, dated as of May 19, 2021 (the "Exchange Agreement") or (at the election of an exchange committee of the general partner of the Blue Owl Operating Group) a cash payment equal to the five-day volume weighted average price of shares of Class A common stock immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire.

F3: Dyal SLP has the right to acquire 651,637 Blue Owl Operating Group Units and an equal number of shares of Class D common stock on behalf of Mr. Ward, his spouse and one or more vehicles controlled by him if (i) the volume-weighted average share price on Blue Owl's Class A common stock is $12.50 or above for 20 consecutive 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.

F4: Dyal SLP has the right to acquire 651,637 Blue Owl Operating Group Unitsand an equal number of shares of Class D common stock on behalf of Mr. Ward, his spouse and vehicles controlled by him if (i) the volume-weighted average share price on Blue Owl's Class A common stock is $15.00 or above for 20 consecutive 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.