Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Blue Owl Capital Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Titles of Class of Securities)

09581B103

(CUSIP Number)

December 31, 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 persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter 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, as amended (the 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. 09581B103		SCHEDULE 13G		Page 2 of 10

 

1		NAME OF REPORTING PERSON OR   I.R.S. IDENTIFICATION NO. OF ABOVE PERSON     Blue Pool Capital Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION     Hong Kong

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER     0
				6		SHARED VOTING POWER     49,005,191
				7		SOLE DISPOSITIVE POWER     0
				8		SHARED DISPOSITIVE POWER     49,005,191

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     49,005,191
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     13.4%
12		TYPE OF REPORTING PERSON     FI, OO

CUSIP No. 09581B103		SCHEDULE 13G		Page 3 of 10

 

1		NAME OF REPORTING PERSON OR   I.R.S. IDENTIFICATION NO. OF ABOVE PERSON     Blue Pool Management Ltd.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION     Cayman Islands

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER     0
				6		SHARED VOTING POWER     49,005,191
				7		SOLE DISPOSITIVE POWER     0
				8		SHARED DISPOSITIVE POWER     49,005,191

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     49,005,191
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     13.4%
12		TYPE OF REPORTING PERSON     HC, OO

CUSIP No. 09581B103		SCHEDULE 13G		Page 4 of 10

 

1		NAME OF REPORTING PERSON OR   I.R.S. IDENTIFICATION NO. OF ABOVE PERSON     Oliver Paul Weisberg
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION     Hong Kong Special Administrative Region of the Peoples Republic of China

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER     0
				6		SHARED VOTING POWER     49,005,191
				7		SOLE DISPOSITIVE POWER     0
				8		SHARED DISPOSITIVE POWER     49,005,191

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     49,005,191
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)     13.4%
12		TYPE OF REPORTING PERSON     IN, HC

CUSIP No. 09581B103		SCHEDULE 13G		Page 5 of 10

 

Item 1(a).

Name of Issuer:

Blue Owl Capital Inc.

 

Item 1(b).

Address of Issuers Principal Executive Offices:

399 Park Avenue

38^th Floor

New York, NY 10022

 

Item 2(a).

Name of Person Filing:

This statement is filed on behalf of each of the following persons (collectively, the Reporting Persons):

1. Blue Pool Capital Limited (BPCL);

2. Blue Pool Management Ltd. (BPM); and

3. Oliver Paul Weisberg (Mr. Weisberg).

This Statement relates to Shares (as defined herein) held for the account of PSPE II Limited, an exempted company organized under the laws of the Cayman Islands. BPCL is the investment manager of PSPE II Limited and, in such capacity, exercises voting and investment power over the Shares held for the account of PSPE II Limited. BPM is the sole shareholder of BPCL. Mr. Weisberg is the sole shareholder and a director of BPM. Mr. Weisberg is also a director of BPCL.

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Reporting Persons is as follows:

25/F Hysan Place

500 Hennessy Road

Causeway Bay, Hong Kong

 

Item 2(c).

Citizenship:

1. BPCL is a company incorporated in Hong Kong;

2. BPM is an exempted company incorporated with limited liability in the Cayman Islands;

3. Mr. Weisberg is a citizen of the Hong Kong Special Administrative Region of the Peoples Republic of China.

 

Item 2(d).

Titles of Classes of Securities:

Class A Common Stock, par value $0.0001 per share.

 

Item 2(e).

CUSIP Number:

09581B103

CUSIP No. 09581B103		SCHEDULE 13G		Page 6 of 10

 

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

 

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: See responses to Item 12 on each cover page.

 

Item 4.

Ownership

(a)    Amount beneficially owned:

As of December 31, 2021, each of the Reporting Persons may be deemed the beneficial owner of 49,005,191 Shares held by PSPE II Limited.

(b)    Percent of class:

As of December 31, 2021, each of the Reporting Persons may be deemed the beneficial owner of approximately 13.4% of Shares outstanding (based on 364,697,135 Shares outstanding as of November 5, 2021 based on information from the Issuer).

CUSIP No. 09581B103		SCHEDULE 13G		Page 7 of 10

 

(c)    Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 49,005,191

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 49,005,191

 

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

See disclosure in Items 2 and 4 hereof. PSPE II Limited has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5 percent of the Shares covered by this Statement that may be deemed to be beneficially owned by the Reporting Persons.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

See disclosure in Item 2 hereof.

 

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

 

Item 9.

Notice of Dissolution of Group.

Not Applicable.

CUSIP No. 09581B103		SCHEDULE 13G		Page 8 of 10

 

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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, other than activities solely in connection with a nomination under §240.14a-11.

By signing below I further certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to BPCL, licensed and regulated by the Securities and Futures Commission of Hong Kong to conduct Type 9 regulated activity (asset management), is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution listed in Rule 13d-1(b)(1)(ii)(E). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

CUSIP No. 09581B103		SCHEDULE 13G		Page 9 of 10

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2022

 

[Signature Page to Schedule 13G]

CUSIP No. 09581B103		SCHEDULE 13G		Page 10 of 10

 

Exhibit Index

 

Exhibit.		Description
A		Joint Filing Agreement
B		Power of Attorney: Oliver Paul Weisberg