FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Blue Pool Capital Ltd
2. Date of Event Requiring Statement (Month/Day/Year)
05/19/2021
3. Issuer Name and Ticker or Trading Symbol
BLUE OWL CAPITAL INC. [OWL]
(Last)
(First)
(Middle)
25/F HYSAN PLACE, 500 HENNESSY ROAD, CAUSEWAY BAY
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

HONG KONG, K3 
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A common stock, par value $0.0001 per share 58,083,024 (1) (2) (3)
D (1) (2) (3)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series E-1 common stock, par value $0.0001 per share   (4)   (4) Class A common stock 2,795,082 $ (4) D (1) (2) (3)  
Series E-2 common stock, par value $0.0001 per share   (5)   (5) Class A common stock 2,795,082 $ (5) D (1) (2) (3)  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Blue Pool Capital Ltd
25/F HYSAN PLACE
500 HENNESSY ROAD, CAUSEWAY BAY
HONG KONG, K3 
    X    
Blue Pool Management Ltd.
25/F HYSAN PLACE
500 HENNESSY ROAD, CAUSEWAY BAY
HONG KONG, K3 
    X    
WEISBERG OLIVER PAUL
25/F HYSAN PLACE
500 HENNESSY ROAD, CAUSEWAY BAY
HONG KONG, K3 
    X    

Signatures

Blue Pool Management Ltd., By: /s/ Henry Li, Name: Henry Li, Title: Attorney-in-fact for each of Oliver Paul Weisberg and Henry Li, Directors of Blue Pool Management Ltd 05/28/2021
**Signature of Reporting Person Date

Blue Pool Capital Limited, By: /s/ Henry Li, Name: Henry Li, Title: Partner and General Counsel 05/28/2021
**Signature of Reporting Person Date

Oliver Paul Weisberg, By:/s/ Henry Li, Name: Henry Li, Title: Attorney-in-fact for Oliver Paul Weisberg 05/28/2021
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This statement is being filed by the following Reporting Persons: Blue Pool Capital Limited, Blue Pool Management Ltd. and Oliver Paul Weisberg. The securities covered by this statement are directly owned by PSPE II Limited. Blue Pool Capital Limited, which is a wholly owned subsidiary of Blue Pool Management Ltd., is the investment manager of PSPE II Limited and has voting and dispositive power over securities directly and indirectly held by PSPE II Limited. Mr. Weisberg is the sole shareholder of Blue Pool Management Ltd. Mr. Weisberg is also a director of Blue Pool Management Ltd. and Blue Pool Capital Limited.
(2) (Continued from Footnote 1) Each of the Reporting Persons may be deemed to have become a greater than 10% beneficial owner of the Issuer in connection with the consummation of the merger on May 19, 2021 (the "Merger") of Owl Rock Capital Group LLC ("Owl Rock") with and into a wholly owned subsidiary of Altimar Acquisition Corporation (which was renamed Blue Owl Capital Inc. in connection with the closing of the Merger (the "Issuer")). In connection with the Merger, the Issuer issued 58,083,024 shares of Class A common stock, 2,795,082 shares of Series E-1 common stock and 2,795,082 shares of Series E-2 common stock, as well as cash consideration, in exchange for equity interests of Owl Rock held by PSPE II Limited immediately prior to the Merger.
(3) This report shall not be an admission that any of the Reporting Persons is a beneficial owner of the securities held by PSPE II Limited, in each case for the purpose of Section 16 of the Exchange Act, or for any other purpose, except to the extent of their pecuniary interests therein, if any. Each of the Reporting Persons disclaims any beneficial ownership with respect to such securities, except to the extent of its respective pecuniary interest therein, if any.
(4) The shares of Series E-1 common stock vest, and automatically convert into Class A common stock on a one-for-one basis, if the volume-weighted average share price on the Issuer's Class A common stock is $12.50 or above for 20 consecutive days within 5 years after the closing of the Merger. The shares of Series E-1 common stock that have not vested by the fifth anniversary of the closing of the Merger will automatically be transferred to the Issuer and cancelled for no consideration.
(5) The shares of Series E-2 common stock vest, and automatically convert into Class A common stock on a one-for-one basis, if the volume-weighted average share price on the Class A Common Stock is $15.00 or above for 20 consecutive days within 5 years after the closing of the Merger. The shares of Series E-2 common stock that have not vested by the fifth anniversary of the closing of the Merger will automatically be transferred to the Issuer and cancelled for no consideration.
 
Remarks:
Exhibit 24: Power of Attorney

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.