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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, Section 17(a) of the Public Utility Holding Company Act of 1935 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) | ||
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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 | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Lousada Max C/O WARNER MUSIC GROUP CORP. 1633 BROADWAY NEW YORK, NY 10019 |
CEO, Recorded Music | |||
| /s/ Trent N. Tappe, as Attorney-in-Fact | 09/05/2024 | |
| **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) | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.00 to $28.51, inclusive. The reporting person undertakes to provide to Warner Music Group Corp. ("WMG"), any security holder of WMG, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4. |
| (2) | Includes 934,467 shares of the Issuer's Class A Common Stock issued to the reporting person on August 26, 2024 in redemption of the reporting person's 1,048,784 Class B Units of WMG Management Holdings, LLC, after taking into account a number of shares of Class B Common Stock having a value equal to $3,343,758 on the date of such redemption, which is the sum of the benchmark amounts of the Class B Units redeemed. |
| (3) | Includes restricted stock units. |
| (4) | Includes 1,738,018 vested Deferred Equity Units issued under the Second Amended and Restated Warner Music Group Corp. Senior Management Free Cash Flow Plan. These Deferred Equity Units will be settled for shares of the Issuer's Class A Common Stock on a one-for-one basis by no later than December 31, 2025. Upon such settlement, the corresponding Deferred Equity Units will be cancelled. |
| (5) | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.10 to $28.36, inclusive. The reporting person undertakes to provide to Warner Music Group Corp. ("WMG"), any security holder of WMG, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (5) to this Form 4. |
| (6) | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.10 to $28.27, inclusive. The reporting person undertakes to provide to Warner Music Group Corp. ("WMG"), any security holder of WMG, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (6) to this Form 4. |