Statement of Changes in Beneficial Ownership (4)
March 16 2023 - 7:30AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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AI Entertainment Holdings LLC |
2. Issuer Name and Ticker or Trading Symbol
Warner Music Group Corp.
[
WMG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ACCESS INDUSTRIES, INC., 40 WEST 57TH STREET, 28TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/6/2023 |
(Street)
NEW YORK, NY 10019
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) | 3/6/2023 | | G (2) |
V
| | 125000000 | (1) | (1) | Class A Common Stock | 125000000 | (1) | 240701589 | D (3) | |
Class B Common Stock | (1) | | | | | | | (1) | (1) | Class A Common Stock | 487929 | | 487929 | I | By partnership (4) |
Explanation of Responses: |
(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 March 6, 2023, AI Entertainment Holdings LLC ("AIEH") made a contribution for no consideration of an aggregate of 125,000,000 shares of Class B Common Stock to Entertainment Holdings II LLC, a wholly owned subsidiary of AIEH. |
(3) | The securities reported are held directly by AIEH and may be deemed to be beneficially owned by AIPH Holdings LLC ("AIPH"), Access Industries Holdings LLC ("AIH"), Access Industries, LLC ("AI"), Access Industries Management, LLC ("AIM") and Len 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. |
(4) | The securities reported are held directly by Altep 2012 L.P. ("Altep 2012") and may be deemed to be beneficially owned by AI Altep Holdings, Inc. and Mr. Blavatnik because AI Altep Holdings, Inc. is the general partner of Altep 2012 and Mr. Blavatnik controls AI Altep Holdings, Inc. 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. |
Reporting Owners
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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 |
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Altep 2012 L.P. C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FLOOR NEW YORK, NY 10019 |
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| Affiliate of 10% Owner |
AI Altep Holdings, Inc C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FLOOR NEW YORK, NY 10019 |
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| Affiliate of 10% Owner |
ACCESS INDUSTRIES, LLC 40 WEST 57TH STREET, 28TH FLOOR NEW YORK, NY 10019 |
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| Affiliate of 10% Owner |
AIPH Holdings LLC C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FLOOR NEW YORK, NY 10019 |
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| Affiliate of 10% Owner |
Access Industries Holdings LLC C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FLOOR NEW YORK, NY 10019 |
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| Affiliate of 10% Owner |
ACCESS INDUSTRIES MANAGEMENT, LLC C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FLOOR NEW YORK, NY 10019 |
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| Affiliate of 10% Owner |
Blavatnik Len C/O ACCESS INDUSTRIES, INC. 40 WEST 57TH STREET, 28TH FLOOR NEW YORK, NY 10019 | X |
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| Affiliate of 10% Owner |
Signatures
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/s/ Alejandro Moreno for AI Entertainment Holdings LLC | | 3/16/2023 |
**Signature of Reporting Person | Date |
/s/ Alejandro Moreno for Altep 2012 L.P. | | 3/16/2023 |
**Signature of Reporting Person | Date |
/s/ Alejandro Moreno for AI Altep Holdings, Inc. | | 3/16/2023 |
**Signature of Reporting Person | Date |
/s/ Alejandro Moreno for Access Industries, LLC | | 3/16/2023 |
**Signature of Reporting Person | Date |
/s/ Alejandro Moreno for AIPH Holdings LLC | | 3/16/2023 |
**Signature of Reporting Person | Date |
/s/ Alejandro Moreno for Access Industries Holdings LLC | | 3/16/2023 |
**Signature of Reporting Person | Date |
/s/ Alejandro Moreno for Access Industries Management, LLC | | 3/16/2023 |
**Signature of Reporting Person | Date |
/s/ Trent N. Tappe, as Attorney-in-Fact for Len Blavatnik | | 3/16/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | 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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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. |
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