Form 4: Dyal SLP moves 950k Class D shares to partners; OWL holdings disclosed
Rhea-AI Filing Summary
Form 4 by Dyal Capital SLP LP reports a related-party disposition of equity in Blue Owl Capital Inc. (OWL). On 09/02/2025 Dyal SLP transferred 950,000 Class D common shares and an equal number of Blue Owl Operating Group Units to certain Dyal limited partners for no consideration. After the transaction, Dyal SLP reports beneficial ownership of 135,564,357 shares (held indirectly). Each Operating Group Unit can be exchanged for an equal number of newly issued Class B shares or, at the exchange committee's election, a cash payment based on a five-day VWAP of Class A shares; the units do not expire. The filing is signed by an attorney-in-fact for Dyal SLP.
Positive
- Transparent disclosure of a non-cash, intra-group transfer of 950,000 Class D shares and corresponding operating units
- Clear post-transaction ownership reported as 135,564,357 shares held indirectly, providing investors clarity on holdings
Negative
- Transfer to related parties (Dyal Partners, including officers or directors) could raise governance questions despite disclaimers
- No cash consideration for the transferred securities reduces public-market liquidity signal and may limit market transparency
Insights
TL;DR: A sizeable in-kind transfer of 950,000 Class D shares and matching units reduces Dyal SLP's direct holdings but leaves substantial indirect ownership.
The transfer was executed for no consideration to certain Dyal limited partners, which is a non-sale, intra-group reallocation rather than a market disposition. The filing shows 135,564,357 shares beneficially owned following the reported transfer, presented as indirect holdings via Dyal SLP. Material facts disclosed include the exchange mechanism for Operating Group Units into Class B shares or cash tied to a five-day VWAP of Class A shares, which could affect future conversion timing but is not an immediate market event.
TL;DR: This Form 4 documents a related-party distribution, not an external sale, and clarifies the structure of indirect ownership and exchange rights.
The filing discloses that transferred securities went to "Dyal Partners," including certain officers/directors, with explicit disclaimers of beneficial ownership except for pecuniary interests. The explanation and footnotes outline exchange terms under the Third Amended and Restated Exchange Agreement dated April 1, 2025. From a governance perspective, the transfer and the disclaimers are properly noted, with signature by an attorney-in-fact indicating procedural compliance.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Blue Owl Operating Group Units | 950,000 | $0.00 | -- |
| Other | Class D Shares | 950,000 | $0.00 | -- |
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.
