Blue Owl (NYSE: OWL) affiliate transfers 1.15M Class D shares and units
Rhea-AI Filing Summary
BLUE OWL CAPITAL INC. reported that affiliated holder Dyal Capital SLP LP, a 10% owner, completed an internal equity transfer. Dyal SLP disposed of 1,150,000 Class D Shares and an equal number of Blue Owl Operating Group Units to certain Dyal Partners for no consideration.
Following the transaction, Dyal SLP indirectly held 132,264,357 Class D Shares and an equal number of Operating Group Units. Each Operating Group Unit, after cancellation of an equal number of Class D Shares, may be exchanged for an equal number of newly issued Class B Shares or a cash payment based on the five‑day volume weighted average price of Class A Shares, subject to the exchange agreement.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Dyal Capital SLP LP
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Blue Owl Operating Group Units | 1,150,000 | $0.00 | -- |
| Other | Class D Shares | 1,150,000 | $0.00 | -- |
Holdings After Transaction:
Blue Owl Operating Group Units — 132,264,357 shares (Indirect, See Footnote);
Class D Shares — 132,264,357 shares (Indirect, See Footnote)
Footnotes (1)
- The reported transaction is a disposition by Dyal Capital SLP LP ("Dyal SLP") to certain Dyal Partners (as defined below) for no consideration of shares of Blue Owl Capital Inc.'s (the "Issuer") Class D common stock ("Class D Shares") and an equal number of common units ("Blue Owl Operating Group Units") of Blue Owl Capital Holdings LP, a Delaware limited partnership ("Blue Owl Holdings"). Consists of Class D Shares and an equal number of Blue Owl Operating Group Units held directly by Dyal SLP on behalf of limited partners of Dyal SLP, including Michael Rees, his spouse, or one or more entities controlled by Michael Rees, Andrew Polland, his spouse or one or more entities controlled by Andrew Polland, Jennifer Brouse and certain other limited partners that are officers or directors of the Issuer (collectively, the "Dyal Partners"). Each of the foregoing and their affiliates expressly disclaims beneficial ownership of the securities held by Dyal SLP except to the extent of their respective pecuniary interests therein. Each Blue Owl Operating Group Unit, upon the cancellation of an equal number of Class D Shares, may be exchanged from time to time for an equal number of the newly issued Issuer's shares of Class B common stock ("Class B Shares"), subject to any applicable transfer restrictions and the terms of the Third Amended and Restated Exchange Agreement, dated as of April 1, 2025, 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 the Issuer's Class A Shares immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire.
Key Figures
Restructured Class D Shares: 1,150,000 shares
Restructured Operating Group Units: 1,150,000 units
Post-transaction Class D holdings: 132,264,357 shares
+3 more
6 metrics
Restructured Class D Shares
1,150,000 shares
Disposition by Dyal Capital SLP LP to Dyal Partners for no consideration
Restructured Operating Group Units
1,150,000 units
Matching Blue Owl Operating Group Units transferred with Class D Shares
Post-transaction Class D holdings
132,264,357 shares
Indirect Class D Shares held by Dyal Capital SLP LP after transaction
Post-transaction Operating Group Units
132,264,357 units
Indirect Blue Owl Operating Group Units held after transaction
Aggregate restructuring amount
2,300,000 securities
Total shares and units affected across both legs of the restructuring
Transaction price per security
$0.0000
No consideration paid in the internal transfer to Dyal Partners
Key Terms
Class D Shares, Blue Owl Operating Group Units, Class B Shares, Third Amended and Restated Exchange Agreement, +1 more
5 terms
Blue Owl Operating Group Units financial
"an equal number of common units ("Blue Owl Operating Group Units") of Blue Owl Capital Holdings LP"
Third Amended and Restated Exchange Agreement financial
"subject to any applicable transfer restrictions and the terms of the Third Amended and Restated Exchange Agreement, dated as of April 1, 2025"
volume weighted average price financial
"a cash payment equal to the five-day volume weighted average price of the Issuer's Class A Shares immediately prior to the applicable exchange date"
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
How many Blue Owl (OWL) securities does Dyal Capital SLP LP hold after this Form 4?
After the transaction, Dyal Capital SLP LP indirectly held 132,264,357 Class D Shares and 132,264,357 Blue Owl Operating Group Units. These holdings are maintained on behalf of various limited partners, including certain officers and directors, based on their respective pecuniary interests.
Did the Blue Owl (OWL) Form 4 report open-market buying or selling?
The Form 4 did not report open-market buying or selling. It recorded an internal disposition by Dyal Capital SLP LP to certain Dyal Partners for no consideration, categorized as an “other acquisition or disposition” under transaction code J, related to entity-level restructuring.