Warner Music Group Corporation

12/23/2024 | Press release | Distributed by Public on 12/23/2024 15:05

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
AI Entertainment Holdings LLC
2. Issuer Name and Ticker or Trading Symbol
Warner Music Group Corp. [WMG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ACCESS INDUSTRIES, INC., 40 WEST 57TH STREET, 28TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
12/19/2024
(Street)
NEW YORK, NY 10019
4. If Amendment, Date Original Filed (Month/Day/Year)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
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 Owners

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

Signatures

/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

Explanation of Responses:

* 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.
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.