Filing Details
- Accession Number:
- 0001011438-21-000161
- Form Type:
- 13G Filing
- Publication Date:
- 2021-05-31 20:00:00
- Filed By:
- Icq Bb Gp, Llc
- Company:
- Blue Owl Capital Inc.
- Filing Date:
- 2021-06-01
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| BB Holdings AC | 3,500,000 | 0 | 3,500,000 | 0 | 3,500,000 | 1.1% |
| Glide Path Solutions | 4,500,000 | 0 | 4,500,000 | 0 | 4,500,000 | 1.4% |
| Glide Path Solutions | 2,000,000 | 0 | 2,000,000 | 0 | 2,000,000 | 0.6% |
| BB Holdings AA | 20,000,000 | 0 | 20,000,000 | 0 | 20,000,000 | 6.2% |
| ICQ BB GP | 30,000,000 | 0 | 30,000,000 | 0 | 30,000,000 | 9.4% |
| Co-Investment Portfolio | 10,000,000 | 0 | 10,000,000 | 0 | 10,000,000 | 3.1% |
| Co-Investment Portfolio GP II | 10,000,000 | 0 | 10,000,000 | 0 | 10,000,000 | 3.1% |
| ICQ Co-Investment II TT GP | 10,000,000 | 0 | 10,000,000 | 0 | 10,000,000 | 3.1% |
| Tactical Opportunities Portfolio | 10,000,000 | 0 | 10,000,000 | 0 | 10,000,000 | 3.1% |
| Tactical Opportunities Portfolio GP | 10,000,000 | 0 | 10,000,000 | 0 | 10,000,000 | 3.1% |
| ICQ Tactical Opportunities TT GP | 10,000,000 | 0 | 10,000,000 | 0 | 10,000,000 | 3.1% |
| Divesh Makan | 50,000,000 | 0 | 50,000,000 | 0 | 50,000,000 | 15.6% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
______________________________________________
Blue Owl Capital Inc.
(Name of Issuer)
______________________________________________
CLASS A COMMON STOCK, $0.0001 PAR VALUE PER SHARE
(Title of Class of Securities)
09581B 103
(CUSIP Number)
May 19, 2021
(Date of Event Which Requires Filing of this Statement)
______________________________________________
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 09581B 103 | SCHEDULE 13(g) | Page 2 of 22 Pages |
| 1. | | NAMES OF REPORTING PERSONS BB Holdings AC LP | |||||||||||||
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | |||||||||||||
| 3. | | SEC USE ONLY | |||||||||||||
| 4. | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5. | | SOLE VOTING POWER 3,500,000 | |||||||||||
| | 6. | | SHARED VOTING POWER 0 | ||||||||||||
| | 7. | | SOLE DISPOSITIVE POWER 3,500,000 | ||||||||||||
| | 8. | | SHARED DISPOSITIVE POWER 0 | ||||||||||||
| 9. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,500,000 | |||||||||||||
| 10. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |||||||||||||
| 11. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.1% (1) | |||||||||||||
| 12. | | TYPE OF REPORTING PERSON PN | |||||||||||||
| (1) | The percent of class was calculated based on 320,005,258 shares of Class A Common Stock outstanding as of May 19, 2021, as disclosed in the Issuer’s Current Report on Form 8-K, as filed with the Securities and
Exchange Commission on May 21, 2021. | ||||||||||||||
| CUSIP No. 09581B 103 | SCHEDULE 13G | Page 3 of 22 Pages |
| 1. | | NAMES OF REPORTING PERSONS Glide Path Solutions 2020 LP | ||||||||||||
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||||||||||||
| 3. | | SEC USE ONLY | ||||||||||||
| 4. | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5. | | SOLE VOTING POWER 4,500,000 | ||||||||||
| | 6. | | SHARED VOTING POWER 0 | |||||||||||
| | 7. | | SOLE DISPOSITIVE POWER 4,500,000 | |||||||||||
| | 8. | | SHARED DISPOSITIVE POWER 0 | |||||||||||
| 9. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,500,000 | ||||||||||||
| 10. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||||||||||
| 11. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.4% (1) | ||||||||||||
| 12. | | TYPE OF REPORTING PERSON PN | ||||||||||||
| (1) | The percent of class was calculated based on 320,005,258 shares of Class A Common Stock outstanding as of May 19, 2021, as disclosed in the Issuer’s Current Report on Form 8-K, as filed with the Securities and
Exchange Commission on May 21, 2021. |
| CUSIP No. 09581B 103 | | SCHEDULE 13G | | Page 4 of 22 Pages |
| 1. | | NAMES OF REPORTING PERSONS Glide Path Solutions 2021 LP | ||||||||||||
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||||||||||||
| 3. | | SEC USE ONLY | ||||||||||||
| 4. | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5. | | SOLE VOTING POWER 2,000,000 | ||||||||||
| | 6. | | SHARED VOTING POWER 0 | |||||||||||
| | 7. | | SOLE DISPOSITIVE POWER 2,000,000 | |||||||||||
| | 8. | | SHARED DISPOSITIVE POWER 0 | |||||||||||
| 9. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,000,000 | ||||||||||||
| 10. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||||||||||
| 11. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.6% (1) | ||||||||||||
| 12. | | TYPE OF REPORTING PERSON PN | ||||||||||||
| (1) | The percent of class was calculated based on 320,005,258 shares of Class A Common Stock outstanding as of May 19, 2021, as disclosed in the Issuer’s Current Report on Form 8-K, as
filed with the Securities and Exchange Commission on May 21, 2021. |
| CUSIP No. 09581B 103 | | SCHEDULE 13G | | Page 5 of 22 Pages |
| 1. | | NAMES OF REPORTING PERSONS BB Holdings AA LP | ||||||||||||
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||||||||||||
| 3. | | SEC USE ONLY | ||||||||||||
| 4. | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5. | | SOLE VOTING POWER 20,000,000 | ||||||||||
| | 6. | | SHARED VOTING POWER 0 | |||||||||||
| | 7. | | SOLE DISPOSITIVE POWER 20,000,000 | |||||||||||
| | 8. | | SHARED DISPOSITIVE POWER 0 | |||||||||||
| 9. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,000,000 | ||||||||||||
| 10. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||||||||||
| 11. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.2% (1) | ||||||||||||
| 12. | | TYPE OF REPORTING PERSON PN | ||||||||||||
| (1) | The percent of class was calculated based on 320,005,258 shares of Class A Common Stock outstanding as of May 19, 2021, as disclosed in the Issuer’s Current Report on Form 8-K, as filed with the Securities and
Exchange Commission on May 21, 2021. | ||||
| CUSIP No. 09581B 103 | | SCHEDULE 13G | | Page 6 of 22 Pages |
| 1. | | NAMES OF REPORTING PERSONS ICQ BB GP, LLC | ||||||||||||
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||||||||||||
| 3. | | SEC USE ONLY | ||||||||||||
| 4. | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5. | | SOLE VOTING POWER 30,000,000 | ||||||||||
| | 6. | | SHARED VOTING POWER 0 | |||||||||||
| | 7. | | SOLE DISPOSITIVE POWER 30,000,000 | |||||||||||
| | 8. | | SHARED DISPOSITIVE POWER 0 | |||||||||||
| 9. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,000,000 | ||||||||||||
| 10. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||||||||||
| 11. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.4% (1) | ||||||||||||
| 12. | | TYPE OF REPORTING PERSON OO | ||||||||||||
| (1) | The percent of class was calculated based on 320,005,258 shares of Class A Common Stock outstanding as of May 19, 2021, as disclosed in the Issuer’s Current Report on Form 8-K, as filed with the Securities and
Exchange Commission on May 21, 2021. | ||||
| CUSIP No. 09581B 103 | | SCHEDULE 13G | | Page 7 of 22 Pages |
| 1. | | NAMES OF REPORTING PERSONS Co-Investment Portfolio 2021 LP | ||||||||||||
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||||||||||||
| 3. | | SEC USE ONLY | ||||||||||||
| 4. | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5. | | SOLE VOTING POWER 10,000,000 | ||||||||||
| | 6. | | SHARED VOTING POWER 0 | |||||||||||
| | 7. | | SOLE DISPOSITIVE POWER 10,000,000 | |||||||||||
| | 8. | | SHARED DISPOSITIVE POWER 0 | |||||||||||
| 9. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000,000 | ||||||||||||
| 10. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||||||||||
| 11. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.1% (1) | ||||||||||||
| 12. | | TYPE OF REPORTING PERSON PN | ||||||||||||
| (1) | The percent of class was calculated based on 320,005,258 shares of Class A Common Stock outstanding as of May 19, 2021, as disclosed in the Issuer’s Current Report on Form 8-K, as filed with the Securities and
Exchange Commission on May 21, 2021. |
| CUSIP No. 09581B 103 | | SCHEDULE 13G | | Page 8 of 22 Pages |
| 1. | | NAMES OF REPORTING PERSONS Co-Investment Portfolio GP II LP | ||||||||||||
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||||||||||||
| 3. | | SEC USE ONLY | ||||||||||||
| 4. | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5. | | SOLE VOTING POWER 10,000,000 | ||||||||||
| | 6. | | SHARED VOTING POWER 0 | |||||||||||
| | 7. | | SOLE DISPOSITIVE POWER 10,000,000 | |||||||||||
| | 8. | | SHARED DISPOSITIVE POWER 0 | |||||||||||
| 9. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000,000 | ||||||||||||
| 10. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||||||||||
| 11. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.1% (1) | ||||||||||||
| 12. | | TYPE OF REPORTING PERSON PN | ||||||||||||
| (1) | The percent of class was calculated based on 320,005,258 shares of Class A Common Stock outstanding as of May 19, 2021, as disclosed in the Issuer’s Current Report on Form 8-K, as filed with the Securities and
Exchange Commission on May 21, 2021. | ||||
| CUSIP No. 09581B 103 | | SCHEDULE 13G | | Page 9 of 22 Pages |
| 1. | | NAMES OF REPORTING PERSONS ICQ Co-Investment II TT GP LLC | ||||||||||||
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||||||||||||
| 3. | | SEC USE ONLY | ||||||||||||
| 4. | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5. | | SOLE VOTING POWER 10,000,000 | ||||||||||
| | 6. | | SHARED VOTING POWER 0 | |||||||||||
| | 7. | | SOLE DISPOSITIVE POWER 10,000,000 | |||||||||||
| | 8. | | SHARED DISPOSITIVE POWER 0 | |||||||||||
| 9. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000,000 | ||||||||||||
| 10. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||||||||||
| 11. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.1% (1) | ||||||||||||
| 12. | | TYPE OF REPORTING PERSON OO | ||||||||||||
| (1) | The percent of class was calculated based on 320,005,258 shares of Class A Common Stock outstanding as of May 19, 2021, as disclosed in the Issuer’s Current Report on Form 8-K, as filed with the Securities and
Exchange Commission on May 21, 2021. | ||||
| CUSIP No. 09581B 103 | | SCHEDULE 13G | | Page 10 of 22 Pages |
| 1. | | NAMES OF REPORTING PERSONS Tactical Opportunities Portfolio 2020 LP | ||||||||||||
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||||||||||||
| 3. | | SEC USE ONLY | ||||||||||||
| 4. | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5. | | SOLE VOTING POWER 10,000,000 | ||||||||||
| | 6. | | SHARED VOTING POWER 0 | |||||||||||
| | 7. | | SOLE DISPOSITIVE POWER 10,000,000 | |||||||||||
| | 8. | | SHARED DISPOSITIVE POWER 0 | |||||||||||
| 9. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000,000 | ||||||||||||
| 10. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||||||||||
| 11. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.1% (1) | ||||||||||||
| 12. | | TYPE OF REPORTING PERSON PN | ||||||||||||
| (1) | The percent of class was calculated based on 320,005,258 shares of Class A Common Stock outstanding as of May 19, 2021, as disclosed in the Issuer’s Current Report on Form 8-K, as filed with the Securities and
Exchange Commission on May 21, 2021. | ||||
| CUSIP No. 09581B 103 | | SCHEDULE 13G | | Page 11 of 22 Pages |
| 1. | | NAMES OF REPORTING PERSONS Tactical Opportunities Portfolio GP, LP | ||||||||||||
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||||||||||||
| 3. | | SEC USE ONLY | ||||||||||||
| 4. | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5. | | SOLE VOTING POWER 10,000,000 | ||||||||||
| | 6. | | SHARED VOTING POWER 0 | |||||||||||
| | 7. | | SOLE DISPOSITIVE POWER 10,000,000 | |||||||||||
| | 8. | | SHARED DISPOSITIVE POWER 0 | |||||||||||
| 9. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000,000 | ||||||||||||
| 10. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||||||||||
| 11. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.1% (1) | ||||||||||||
| 12. | | TYPE OF REPORTING PERSON PN | ||||||||||||
| (1) | The percent of class was calculated based on 320,005,258 shares of Class A Common Stock outstanding as of May 19, 2021, as disclosed in the Issuer’s Current Report on Form 8-K, as filed with the Securities and
Exchange Commission on May 21, 2021. | ||||
| CUSIP No. 09581B 103 | | SCHEDULE 13G | | Page 12 of 22 Pages |
| 1. | | NAMES OF REPORTING PERSONS ICQ Tactical Opportunities TT GP, LLC | ||||||||||||
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | ||||||||||||
| 3. | | SEC USE ONLY | ||||||||||||
| 4. | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5. | | SOLE VOTING POWER 10,000,000 | ||||||||||
| | 6. | | SHARED VOTING POWER 0 | |||||||||||
| | 7. | | SOLE DISPOSITIVE POWER 10,000,000 | |||||||||||
| | 8. | | SHARED DISPOSITIVE POWER 0 | |||||||||||
| 9. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000,000 | ||||||||||||
| 10. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | ||||||||||||
| 11. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.1% (1) | ||||||||||||
| 12. | | TYPE OF REPORTING PERSON OO | ||||||||||||
| (1) | The percent of class was calculated based on 320,005,258 shares of Class A Common Stock outstanding as of May 19, 2021, as disclosed in the Issuer’s Current Report on Form 8-K, as filed with the Securities and
Exchange Commission on May 21, 2021. | ||||
| CUSIP No. 09581B 103 | | SCHEDULE 13G | | Page 13 of 22 Pages |
| 1. | | NAMES OF REPORTING PERSONS Divesh Makan | |||||||||||||||
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ | |||||||||||||||
| 3. | | SEC USE ONLY | |||||||||||||||
| 4. | | CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |||||||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5. | | SOLE VOTING POWER 50,000,000 | |||||||||||||
| | 6. | | SHARED VOTING POWER 0 | ||||||||||||||
| | 7. | | SOLE DISPOSITIVE POWER 50,000,000 | ||||||||||||||
| | 8. | | SHARED DISPOSITIVE POWER 0 | ||||||||||||||
| 9. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000,000 | |||||||||||||||
| 10. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ | |||||||||||||||
| 11. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 15.6% (1) | |||||||||||||||
| 12. | | TYPE OF REPORTING PERSON IN | |||||||||||||||
| (1) | The percent of class was calculated based on 320,005,258 shares of Class A Common Stock outstanding as of May 19, 2021, as disclosed in the Issuer’s Current Report on Form 8-K, as filed with the Securities and
Exchange Commission on May 21, 2021. | ||||||||||||||||
| CUSIP No. 09581B 103 | | SCHEDULE 13G | | Page 14 of 22 Pages |
| Item 1. | Issuer |
| | (a) | Name of Issuer: |
| | | Blue Owl Capital Inc. (the “Issuer”) |
| | (b) | Address of Issuer’s Principal Executive Offices: |
| | | 399 Park Avenue, 38th Floor |
| | | New York, NY 10022 |
| Item 2. | Filing Person |
| | (a) – (c) | Name of Persons Filing; Address; Citizenship: |
| | (i) | BB Holdings AC LP, a Delaware limited partnership (“BB Holdings AC”). |
| | (ii) | Glide Path Solutions 2020 LP, a Delaware limited partnership (“Glide Path Solutions 2020”). |
| | (iii) | Glide Path Solutions 2021 LP, a Delaware limited partnership (“Glide Path Solutions 2021”). |
| | (iv) | BB Holdings AA LP, a Delaware limited partnership (“BB Holdings AA” and, together with BB Holdings AC, Glide Path Solutions 2020 and Glide Path Solutions 2021, the “ICQ Limited Partnerships”). |
| | (v) | ICQ BB GP, LLC, a Delaware limited liability company (“ICQ BB”), is the general partner of the ICQ Limited Partnerships. |
| | (vi) | Co-Investment Portfolio 2021 LP, a Delaware limited partnership (“Co-Investment Portfolio 2021”). |
| | (vii) | Co-Investment Portfolio GP II LP, a Delaware limited partnership (“Co-Investment Portfolio GP”), is the general partner of Co-Investment Portfolio 2021. |
| | (viii) | ICQ Co-Investment II TT GP LLC, a Delaware limited liability company (“ICQ Co-Investment”), is the general partner of Co-Investment Portfolio GP. |
| | (ix) | Tactical Opportunities Portfolio 2020 LP, a Delaware limited partnership (“Tactical Opportunities 2020” and, together with the ICQ Limited Partnerships, the “Limited Partnerships”). |
| | (x) | Tactical Opportunities Portfolio GP, LP, a Delaware limited partnership (“Tactical Opportunities Portfolio GP”), the general partner of Tactical Opportunities 2020. |
| | (xi) | ICQ Tactical Opportunities TT GP, LLC, a Delaware limited liability company (“ICQ Tactical Opportunities” and, together with ICQ BB and ICQ Co-Investment, the “General Partners”) is the general partner of Tactical Opportunities Portfolio GP. |
| | (xii) | Divesh Makan, a citizen of the United States (“Makan” and, together with the Limited Partnerships, the General Partners, Co-Investment Portfolio GP, Tactical Opportunities
GP, the “Reporting Persons”), is the managing member of each of the General Partners and may be deemed to have voting, investment, and dispositive power with respect to the shares held by the Limited
Partnerships. |
| | | The address of the principal business office of each of the reporting persons is c/o ICONIQ Capital, 394 Pacific Avenue, 2nd Floor, San Francisco, CA 94111. |
| | (d) | Title of Class of Securities: |
| | | Class A Common Stock, $0.0001 par value per share ( “Class A Common Stock”) |
| | (e) | CUSIP Number: |
| | | 09581B 103 |
| CUSIP No. 09581B 103 | | SCHEDULE 13G | | Page 15 of 22 Pages |
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| (a) | | ☐ | | Broker or dealer registered under Section 15 of the Act; |
| (b) | | ☐ | | Bank as defined in Section 3(a)(6) of the Act; |
| (c) | | ☐ | | Insurance company as defined in Section 3(a)(19) of the Act; |
| (d) | | ☐ | | Investment company registered under Section 8 of the Investment Company Act of 1940; |
| (e) | | ☐ | | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | | ☐ | | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | | ☐ | | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
| (h) | | ☐ | | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | | ☐ | | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; |
| (j) | | ☐ | | A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); |
| (k) | | ☐ | | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
| | | If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: |
| Item 4. | Ownership. |
| | (a) and (b) | Amount beneficially owned: |
| | (i) | BB Holdings AC directly owns 3,500,000 shares of Class A Common Stock, which represents approximately 1.1% of the outstanding Class A Common Stock. The 3,500,000 shares of Class A Common Stock held by BB Holdings
AC represents 1.1% of the aggregate combined voting power of the Class A Common Stock. |
| | (ii) | Glide Path Solutions 2020 directly owns 4,500,000 shares of Class A Common Stock, which represents approximately 1.4% of the outstanding Class A Common Stock. The 4,500,000 shares of Class A Common Stock held by
Glide Path Solutions 2020 represents 1.4% of the aggregate combined voting power of the Class A Common Stock. |
| | (iii) | Glide Path Solutions 2021 directly owns 2,000,000 shares of Class A Common Stock, which represents approximately 0.6% of the outstanding Class A Common Stock. The 2,000,000 shares of Class A Common Stock held by
Glide Path Solutions 2021 represents 0.6% of the aggregate combined voting power of the Class A Common Stock. |
| CUSIP No. 09581B 103 | | SCHEDULE 13G | | Page 16 of 22 Pages | ||
| | (iv) | BB Holdings AA directly owns 20,000,000 shares of Class A Common Stock, which represents approximately 6.2% of the outstanding Class A Common Stock. The 20,000,000 shares of Class A Common Stock held by BB Holdings
AA represents 6.2% of the aggregate combined voting power of the Class A Common Stock. | ||||
| | (v) | ICQ BB may be deemed to beneficially own 30,000,000 shares of Class A Common Stock, owned by the ICQ Limited Partnerships, which represents approximately 9.4% of the outstanding Class A Common Stock. The 30,000,000
shares of Class A Common held by the ICQ Limited Partnerships represents 9.4% of the aggregate combined voting power of the Class A Common Stock. |
| | (vi) | Co-Investment Portfolio 2021 directly owns 10,000,000 shares of Class A Common Stock, which represents approximately 3.1% of the outstanding Class A Common Stock. The 10,000,000 shares of Class A Common Stock held
by Co-Investment Portfolio 2021 represents 3.1% of the aggregate combined voting power of the Class A Common Stock. |
| | (vii) | Co-Investment Portfolio GP may be deemed to beneficially own 10,000,000 shares of Class A Common Stock, owned by Co-Investment Portfolio 2021, which represents approximately 3.1% of the outstanding Class A Common
Stock. The 10,000,000 shares of Class A Common Stock held by Co-Investment Portfolio GP represents 3.1% of the aggregate combined voting power of the Class A Common Stock. |
| CUSIP No. 09581B 103 & 111 | | SCHEDULE 13G | | Page 17 of 22 Pages |
| |
| | (viii) | ICQ Co-Investment may be deemed to beneficially own 10,000,000 shares of Class A Common Stock, owned by the Co-Investment Portfolio GP, which represents approximately 3.1% of the outstanding Class A Common Stock.
The 10,000,000 shares of Class A Common Stock held by ICQ Co-Investment represents 3.1% of the aggregate combined voting power of the Class A Common Stock. |
| | (ix) | Tactical Opportunities 2020 directly owns 10,000,000 shares of Class A Common Stock, which represents approximately 3.1% of the outstanding Class A Common Stock. The 10,000,000 shares of Class A Common Stock held
by Tactical Opportunities 2020 represents 3.1% of the aggregate combined voting power of the Class A Common Stock. |
| | (x) | Tactical Opportunities Portfolio GP may be deemed to beneficially own 10,000,000 shares of Class A Common Stock, owned by Tactical Opportunities 2020, which represents approximately 3.1% of the outstanding Class A
Common Stock. The 10,000,000 shares of Class A Common Stock held by Tactical Opportunities Portfolio GP represents 3.1% of the aggregate combined voting power of the Class A Common Stock. |
| | (xi) | ICQ Tactical Opportunities TT GP may be deemed to beneficially own 10,000,000 shares of Class A Common Stock, owned by Tactical Opportunities Portfolio GP, which represents approximately 3.1% of the outstanding
Class A Common Stock. The 10,000,000 shares of Class A Common Stock held by ICQ Tactical Opportunities represents 3.1% of the aggregate combined voting power of the Class A Common Stock. |
| | (xii) | Makan may be deemed to beneficially own 50,000,000 shares of Class A Common Stock, owned by the Limited Partnerships, Co-Investment Portfolio Funds, Tactical Opportunities Funds and Makan, which represents
approximately 15.6% of the outstanding Class A Common Stock. The 50,000,000 shares of Class A Common Stock held by the Limited Partnerships, Co-Investment Portfolio Funds, Tactical Opportunities Funds and Makan represents 15.6% of the
aggregate combined voting power of the Class A Common Stock. |
| |
| (c) | Number of shares as to which such person has: | |||||||||||||||||
| | | Number of Class A Common Stock | | |||||||||||||||
| Reporting Person | | (i) | | | (ii) | | | (iii) | | | (iv) | | ||||||
| BB Holdings AC | | | 3,500,000 | | | | 0 | | | | 3,500,000 | | | | 0 | | ||
| Glide Path Solutions 2020 | | | 4,500,000 | | | | 0 | | | | 4,500,000 | | | | 0 | | ||
| Glide Path Solutions 2021 | | | 2,000,000 | | | | 0 | | | | 2,000,000 | | | | 0 | | ||
| BB Holdings AA | | | 20,000,000 | | | | 0 | | | | 20,000,000 | | | | 0 | | ||
| ICQ BB | | | 30,000,000 | | | | 0 | | | | 30,000,000 | | | | 0 | | ||
| Co-Investment Portfolio 2021 | | | 10,000,000 | | | | 0 | | | | 10,000,000 | | | | 0 | | ||
| Co-Investment Portfolio GP | | | 10,000,000 | | | | 0 | | | | 10,000,000 | | | | 0 | | ||
| ICQ Co-Investment | | | 10,000,000 | | | | 0 | | | | 10,000,000 | | | | 0 | | ||
| Tactical Opportunities 2020 | | | 10,000,000 | | | | 0 | | | | 10,000,000 | | | | 0 | | ||
| Tactical Opportunities Portfolio GP | | | 10,000,000 | | | | 0 | | | | 10,000,000 | | | | 0 | | ||
| ICQ Tactical Opportunities | | | 10,000,000 | | | | 0 | | | | 10,000,000 | | | | 0 | | ||
| Mr. Makan | | | 50,000,000 | | | | 0 | | | | 50,000,000 | | | | 0 | | ||
| (i) | Sole power to vote or direct the vote |
| (ii) | Shared power to vote or to direct the vote |
| (iii) | Sole power to dispose or to direct the disposition of |
| (iv) | Shared power to dispose or to direct the disposition of |
| CUSIP No. 09581B 103 | | SCHEDULE 13G | | Page 18 of 22 Pages |
The percent of class was calculated based on 320,005,258 shares of Class A Common Stock outstanding as of May 19, 2021, as disclosed in the Issuer’s Current Report on Form 8-K, as filed with the Securities
and Exchange Commission on May 21, 2021.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
The Reporting Persons expressly disclaim membership in a “group” as used in Rule 13d-5(b)(1).
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. 09581B 103 | | SCHEDULE 13G | | Page 19 of 22 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 1, 2021
| BB Holdings AC LP, a Delaware | |||
| limited partnership | |||
| By: | | ICQ BB GP, LLC, a | |
| | Delaware limited liability company, its General Partner | ||
| By: | | Louis D. Thorne | |
| Title: | | Authorized Person | |
| /s/ Louis D. Thorne | |||
| Signature of Reporting Person | |||
| Glide Path Solutions 2020 LP, a Delaware | |||
| limited partnership | |||
| By: | | ICQ BB GP, LLC, a | |
| | Delaware limited liability company, General Partner | ||
| By: | | Louis D. Thorne | |
| Title: | | Authorized Person | |
| /s/ Louis D. Thorne | |||
| Signature of Reporting Person | |||
| Glide Path Solutions 2021 LP, a Delaware | |||
| limited partnership | |||
| By: | | ICQ BB GP, LLC, a | |
| | Delaware limited liability company, its General Partner | ||
| By: | | Louis D. Thorne | |
| Title: | | Authorized Person | |
| /s/ Louis D. Thorne | |||
| Signature of Reporting Person | |||
| CUSIP No. 09581B 103 | | SCHEDULE 13G | | Page 20 of 22 Pages |
| BB Holdings AA LP, a Delaware | |||
| limited partnership | |||
| By: | | ICQ BB GP, LLC, a | |
| | Delaware limited liability company, its General Partner | ||
| By: | | Louis D. Thorne | |
| Title: | | Authorized Person | |
| /s/ Louis D. Thorne | |||
| Signature of Reporting Person | |||
| Co-Investment Portfolio 2021 LP, a Delaware limited partnership | |||
| By: | | Co-Investment Portfolio GP II LP, a | |
| | Delaware limited partnership, its General Partner | ||
| By: | | ICQ Co-Investment II TT GP LLC, | |
| | a Delaware limited liability company, its General Partner | ||
| By: | | Louis D. Thorne | |
| Title: | | Authorized Person | |
| /s/ Louis D. Thorne | |||
| Signature of Reporting Person | |||
| Tactical Opportunities Portfolio 2020 LP, a Delaware limited partnership | |||
| By: | Tactical Opportunities Portfolio GP, LP, a Delaware limited partnership, its General Partner | ||
| By: | | ICQ Tactical Opportunities TT GP LLC, a Delaware limited liability company, its General Partner | |
| By: | | Louis D. Thorne | |
| Title: | | Authorized Person | |
| /s/ Louis D. Thorne | |||
| Signature of Reporting Person | |||
| CUSIP No. 09581B 103 | | SCHEDULE 13G | | Page 21 of 22 Pages |
| ICQ BB GP, LLC, a Delaware limited liability company | |||
| By: | | Louis D. Thorne | |
| Title: | | Authorized Person | |
| /s/ Louis D. Thorne | |||
| Signature of Reporting Person | |||
| Tactical Opportunities Portfolio GP, LP, a Delaware limited partnership | |||
| By: | | ICQ Tactical Opportunities TT GP LLC, a Delaware limited liability company, its General Partner | |
| By: | | Louis D. Thorne | |
| Title: | | Authorized Person | |
| /s/ Louis D. Thorne | |||
| Signature of Reporting Person | |||
| ICQ Tactical Opportunities TT GP, LLC, a Delaware limited liability company | |||
| By: | | Louis D. Thorne | |
| Title: | | Authorized Person | |
| /s/ Louis D. Thorne | |||
| Signature of Reporting Person | |||
| Co-Investment Portfolio GP II LP, a Delaware limited partnership | |||
| By: | | ICQ Co-Investment II TT GP LLC, a Delaware limited liability company, its General Partner | |
| By: | | Louis D. Thorne | |
| Title: | | Authorized Person | |
| /s/ Louis D. Thorne | |||
| Signature of Reporting Person | |||
| CUSIP No. 09581B 103 | | SCHEDULE 13G | | Page 22 of 22 Pages |
| ICQ Co-Investment II TT GP LLC, a Delaware limited liability company | |||
| By: | | Louis D. Thorne | |
| Title: | | Authorized Person | |
| /s/ Louis D. Thorne | |||
| Signature of Reporting Person | |||
| Divesh Makan | |||
| /s/ Divesh Makan | |||
EXHIBIT 99.1
JOINT FILING AGREEMENT
Each of the undersigned, pursuant to Rule 13d-1(k)(1) under the Act, hereby agrees and acknowledges that only one statement containing the information required by Schedule 13G need be filed with respect
to the ownership by each of the undersigned of the Class A Common Stock and the information required by this Schedule 13G, to which this Agreement is attached as an exhibit, is filed on behalf of them. The undersigned further agree that any further
amendments or supplements thereto shall also be filed on behalf of each of them.
Dated: June 1, 2021
| BB Holdings AC LP, a Delaware | |||
| limited partnership | |||
| By: | | ICQ BB GP, LLC, a | |
| | Delaware limited liability company, its General Partner | ||
| By: | | Louis D. Thorne | |
| Title: | | Authorized Person | |
| /s/ Louis D. Thorne | |||
| Signature of Reporting Person | |||
| Glide Path Solutions 2020 LP, a Delaware | |||
| limited partnership | |||
| By: | | ICQ BB GP, LLC, a | |
| | Delaware limited liability company, General Partner | ||
| By: | | Louis D. Thorne | |
| Title: | | Authorized Person | |
| /s/ Louis D. Thorne | |||
| Signature of Reporting Person | |||
| Glide Path Solutions 2021 LP, a Delaware | |||
| limited partnership | |||
| By: | | ICQ BB GP, LLC, a | |
| | Delaware limited liability company, its General Partner | ||
| By: | | Louis D. Thorne | |
| Title: | | Authorized Person | |
| /s/ Louis D. Thorne | |||
| Signature of Reporting Person | |||
| CUSIP No. 09581B 103 | | SCHEDULE 13G | | |
| BB Holdings AA LP, a Delaware | |||
| limited partnership | |||
| By: | | ICQ BB GP, LLC, a | |
| | Delaware limited liability company, its General Partner | ||
| By: | | Louis D. Thorne | |
| Title: | | Authorized Person | |
| /s/ Louis D. Thorne | |||
| Signature of Reporting Person | |||
| Co-Investment Portfolio 2021 LP, a Delaware limited partnership | |||
| By: | | Co-Investment Portfolio GP II LP, a | |
| | Delaware limited partnership, its General Partner | ||
| By: | | ICQ Co-Investment II TT GP LLC, | |
| | a Delaware limited liability company, its General Partner | ||
| By: | | Louis D. Thorne | |
| Title: | | Authorized Person | |
| /s/ Louis D. Thorne | |||
| Signature of Reporting Person | |||
| Tactical Opportunities Portfolio 2020 LP, a Delaware limited partnership | |||
| By: | Tactical Opportunities Portfolio GP, LP, a Delaware limited partnership, its General Partner | ||
| By: | | ICQ Tactical Opportunities TT GP LLC, a Delaware limited liability company, its General Partner | |
| By: | | Louis D. Thorne | |
| Title: | | Authorized Person | |
| /s/ Louis D. Thorne | |||
| Signature of Reporting Person | |||
| CUSIP No. 09581B 103 | | SCHEDULE 13G | | |
| ICQ BB GP, LLC, a Delaware limited liability company | |||
| By: | | Louis D. Thorne | |
| Title: | | Authorized Person | |
| /s/ Louis D. Thorne | |||
| Signature of Reporting Person | |||
| Tactical Opportunities Portfolio GP, LP, a Delaware limited partnership | |||
| By: | | ICQ Tactical Opportunities TT GP LLC, a Delaware limited liability company, its General Partner | |
| By: | | Louis D. Thorne | |
| Title: | | Authorized Person | |
| /s/ Louis D. Thorne | |||
| Signature of Reporting Person | |||
| ICQ Tactical Opportunities TT GP, LLC, a Delaware limited liability company | |||
| By: | | Louis D. Thorne | |
| Title: | | Authorized Person | |
| /s/ Louis D. Thorne | |||
| Signature of Reporting Person | |||
| Co-Investment Portfolio GP II LP, a Delaware limited partnership | |||
| By: | | ICQ Co-Investment II TT GP LLC, a Delaware limited liability company, its General Partner | |
| By: | | Louis D. Thorne | |
| Title: | | Authorized Person | |
| /s/ Louis D. Thorne | |||
| Signature of Reporting Person | |||
| CUSIP No. 09581B 103 | | SCHEDULE 13G | | |
| ICQ Co-Investment II TT GP LLC, a Delaware limited liability company | |||
| By: | | Louis D. Thorne | |
| Title: | | Authorized Person | |
| /s/ Louis D. Thorne | |||
| Signature of Reporting Person | |||
| Divesh Makan | |||
| /s/ Divesh Makan | |||