Rees Michael Douglass 4
4 · BLUE OWL CAPITAL INC. · Filed Mar 19, 2026
Research Summary
AI-generated summary of this filing
Blue Owl (OWL) Co‑President Rees Douglass Transfers 30,000,000 Shares
What Happened
- Rees Michael Douglass, Co‑President and Director of Blue Owl Capital Inc. (OWL), reported an Other acquisition/disposition (code J) on March 17, 2026 that discloses the disposition/transfer of 30,000,000 shares. A parallel entry shows a derivative disposition of 30,000,000 shares at $0.00. No cash proceeds or market sale price were reported; the filing describes the movement as a transfer based on the fair value of transferred interests for estate‑planning purposes.
Key Details
- Transaction date: 2026-03-17; Form 4 filed: 2026-03-19 (filed two business days after the transaction).
- Reported disposals: 30,000,000 shares (primary entry) and a related derivative disposition of 30,000,000 shares at $0.00.
- Shares/units noted in footnotes: filing references an aggregate of 11,209,723 Class D shares and an equal number of Blue Owl Operating Group units held directly by Dyal Capital SLP LP (Dyal SLP) on behalf of Mr. Rees and related parties. The reporting person disclaims beneficial ownership of securities held by Dyal SLP except to the extent of any pecuniary interest.
- Important footnotes: F1 states the transfer was for estate‑planning and that, after the transfer, the reporting person will no longer be attributed beneficial ownership of the transferred securities. F2 notes certain previously reported securities are excluded because investment decisions are made by a third‑party manager. F4 explains the operating group units can be exchanged for Class B shares or, in some cases, cash based on VWAP.
- No indication this was an open‑market sale or generated cash proceeds; the record indicates a transfer/estate‑planning transaction, not a routine sale to the public.
Context
- Transfers for estate planning (or internal reorganizations) are not the same signal as an open‑market sale and do not necessarily indicate management sentiment about the stock price. The filing includes standard disclaimers under Rule 16a‑1(a)(4) that Mr. Douglass is not admitting beneficial ownership of the transferred interests except to the extent of any pecuniary interest.
- The derivative entry and the F4 disclosure mean some interests are structured (Class D shares paired with operating units) and may be exchangeable into Class B shares or cash per the exchange agreement; this is a structured transfer rather than an option exercise or market sale.
Insider Transaction Report
Form 4
Rees Michael Douglass
DirectorCo-President
Transactions
- Other
Class D Shares
[F1][F2][F3]2026-03-17−30,000,000→ 11,209,723 total(indirect: See Footnotes) - Other
Blue Owl Operating Group Units
[F4][F1][F2][F3]2026-03-17−30,000,000→ 11,209,723 total(indirect: See Footnotes)→ Class B Shares (30,000,000 underlying)
Footnotes (4)
- [F1]The reported transaction represents a transfer, based on the fair value of the transferred interests, of securities indirectly owned through Dyal Capital SLP LP ("Dyal SLP") for estate planning purposes. After giving effect to such transfer, the reporting person will no longer be attributed beneficial ownership of such transferred securities.
- [F2]Amount of securities beneficially owned following the reported transaction also excludes securities previously reported as beneficially owned by the reporting person, the ownership of which is no longer attributed to the reporting person because investment decisions are being made by a third-party investment manager.
- [F3]Consists of an aggregate of 11,209,723 shares of 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"), associated with such Class D Shares, held directly by Dyal SLP, on behalf of Mr. Rees, his spouse and one or more entities controlled by him. Mr. Rees expressly disclaims beneficial ownership of the securities held by Dyal SLP except to the extent of his pecuniary interest therein.
- [F4]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 newly issued 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 shares of Class A common stock immediately prior to the applicable exchange date. Blue Owl Operating Group Units do not expire.
Signature
/s/ Neena A. Reddy, as Attorney-in-Fact|2026-03-19