12/23/2024 | Press release | Distributed by Public on 12/23/2024 15:05
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (1) | 12/19/2024 | J(2) | 1,626,518 | (1) | (1) | Class A Common Stock | 1,626,518 | (1) | 0 | I | By LLC(3)(4) | |||
Class B Common Stock | (1) | 12/19/2024 | J(2) | 1,626,518 | (1) | (1) | Class A Common Stock | 1,626,518 | (1) | 6,927,734 | I | By LLC(5) | |||
Class B Common Stock | (1) | 12/19/2024 | J(6) | 6,927,734 | (1) | (1) | Class A Common Stock | 6,927,734 | (1) | 0 | I | By LLC(5) | |||
Class B Common Stock | (1) | 12/19/2024 | J(6) | 6,898,638 | (1) | (1) | Class A Common Stock | 6,898,638 | (1) | 247,600,227 | D(7) | ||||
Class B Common Stock | (1) | 12/19/2024 | J(6) | 29,096 | (1) | (1) | Class A Common Stock | 29,096 | (1) | 29,096 | I | By corporation(8) | |||
Class B Common Stock | (1) | 12/19/2024 | J(9) | 487,929 | (1) | (1) | Class A Common Stock | 487,929 | (1) | 0 | I | By partnership(10) | |||
Class B Common Stock | (1) | 12/19/2024 | J(9) | 487,929 | (1) | (1) | Class A Common Stock | 487,929 | (1) | 517,025 | I | By corporation(8) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
AI Entertainment Holdings LLC C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FLOOR NEW YORK, NY 10019 |
X | |||
WMG Management Holdings, LLC C/O ACCESS INDUSTRIES, LLC 40 WEST 57TH STREET, 28TH FLOOR NEW YORK, NY 10019 |
Affiliate of 10% Owner | |||
AI Entertainment Management, LLC C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FLOOR NEW YORK, NY 10019 |
Affiliate of 10% Owner | |||
Altep 2012 L.P. C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FLOOR NEW YORK, NY 10019 |
Affiliate of 10% Owner | |||
AIBFF, Inc. C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FLOOR NEW YORK, NY 10019 |
Affiliate of 10% Owner | |||
ACCESS INDUSTRIES, LLC 40 WEST 57TH STREET, 28TH FLOOR NEW YORK, NY 10019 |
Affiliate of 10% Owner | |||
AIPH Holdings LLC C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FLOOR NEW YORK, NY 10019 |
Affiliate of 10% Owner | |||
Access Industries Holdings LLC C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FLOOR NEW YORK, NY 10019 |
Affiliate of 10% Owner | |||
ACCESS INDUSTRIES MANAGEMENT, LLC C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FLOOR NEW YORK, NY 10019 |
Affiliate of 10% Owner | |||
Blavatnik Len C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FLOOR NEW YORK, NY 10019 |
X | Affiliate of 10% Owner |
/s/ Alejandro Moreno for AI Entertainment Holdings LLC | 12/23/2024 |
**Signature of Reporting Person | Date |
/s/ Alejandro Moreno for WMG Management Holdings, LLC | 12/23/2024 |
**Signature of Reporting Person | Date |
/s/ Alejandro Moreno for AI Entertainment Management, LLC | 12/23/2024 |
**Signature of Reporting Person | Date |
/s/ Alejandro Moreno for Altep 2012 L.P. | 12/23/2024 |
**Signature of Reporting Person | Date |
/s/ Alejandro Moreno for AIBFF, Inc. | 12/23/2024 |
**Signature of Reporting Person | Date |
/s/ Alejandro Moreno for Access Industries, LLC | 12/23/2024 |
**Signature of Reporting Person | Date |
/s/ Alejandro Moreno for AIPH Holdings LLC | 12/23/2024 |
**Signature of Reporting Person | Date |
/s/ Alejandro Moreno for Access Industries Holdings LLC | 12/23/2024 |
**Signature of Reporting Person | Date |
/s/ Alejandro Moreno for Access Industries Management LLC | 12/23/2024 |
**Signature of Reporting Person | Date |
/s/ Alejandro Moreno as Attorney-in-Fact for Mr. Blavatnik | 12/23/2024 |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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) | Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. |
(2) | On December 19, 2024, WMG Management Holdings, LLC ("Management Holdings") made a pro rata distribution for no consideration of an aggregate of 1,626,518 shares of Class B Common Stock to AI Entertainment Management, LLC ("AIEM"). As a result of such distribution, Management Holdings no longer beneficially owns any securities of the Issuer and shall cease to be a reporting person immediately following the filing of this Form. |
(3) | The securities reported are held directly by Management Holdings and may be deemed to be beneficially owned by AIEM, AI Entertainment Holdings LLC ("AIEH"), AIPH Holdings LLC ("AIPH"), Access Industries Holdings LLC ("AIH"), Access Industries, LLC ("AI"), Access Industries Management, LLC ("AIM") and Mr. Blavatnik because AIEM controls a majority of the outstanding voting interests in Management Holdings, AIEH controls a majority of the outstanding voting interests in AIEM, AIPH is the parent of AIEH, AIH controls a majority of the outstanding voting interests in AIPH, AI controls a majority of the outstanding voting interests in AIH, AIM controls AI and AIH and Mr. Blavatnik is the controlling person of AIM and controls a majority of the outstanding voting interests in AI. |
(4) | Each of the reporting persons (other than Management Holdings) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this Form shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities. |
(5) | The securities reported are held directly by AIEM and may be deemed to be beneficially owned by AIEH, AIPH, AIH, AI, AIM and Mr. Blavatnik because AIEH controls a majority of the outstanding voting interests in AIEM, AIPH is the parent of AIEH, AIH controls a majority of the outstanding voting interests in AIPH, AI controls a majority of the outstanding voting interests in AIH, AIM controls AI and AIH and Mr. Blavatnik is the controlling person of AIM and controls a majority of the outstanding voting interests in AI. Each of the reporting persons (other than AIEM) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this Form shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities. |
(6) | On December 19, 2024, AIEM made a pro rata distribution for no consideration of (a) an aggregate of 6,898,638 shares of Class B Common Stock to AIEH and (b) an aggregate of 29,096 shares of Class B Common Stock to AIBFF, Inc. (formerly known as AI Altep Holdings, Inc.) ("AIBFF"). As a result of such distribution, AIEM no longer beneficially owns any securities of the Issuer and shall cease to be a reporting person immediately following the filing of this Form. |
(7) | The securities reported are held directly by AIEH and may be deemed to be beneficially owned by AIPH, AIH, AI, AIM and Mr. Blavatnik because AIPH is the parent of AIEH, AIH controls a majority of the outstanding voting interests in AIPH, AI controls a majority of the outstanding voting interests in AIH, AIM controls AI and AIH and Mr. Blavatnik is the controlling person of AIM and controls a majority of the outstanding voting interests in AI. Each of the reporting persons (other than AIEH) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this Form shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities. |
(8) | The securities reported are held directly by AIBFF and may be deemed to be beneficially owned by Mr. Blavatnik because Mr. Blavatnik controls AIBFF. Each of the reporting persons (other than AIBFF) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this Form shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities. |
(9) | On December 19, 2024, Altep 2012 L.P. ("Altep 2012") made a pro rata distribution for no consideration of an aggregate of 487,929 shares of Class B Common Stock to AIBFF. As a result of such distribution, Altep 2012 no longer beneficially owns any securities of the Issuer and shall cease to be a reporting person immediately following the filing of this Form. |
(10) | The securities reported are held directly by Altep 2012 and may be deemed to be beneficially owned by AIBFF and Mr. Blavatnik because AIBFF is the general partner of Altep 2012 and Mr. Blavatnik controls AIBFF. Each of the reporting persons (other than Altep 2012) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this Form shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities. |