SEC FORM 3

SEC Form 3

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

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1. Name and Address of Reporting Person^*

Cooper Stephen Forbes

(Last)

(First)

(Middle)

C/O WARNER MUSIC GROUP CORP.

1633 BROADWAY

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/02/2020

3. Issuer Name and Ticker or Trading Symbol
Warner Music Group Corp. [ WMG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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⁽¹⁾⁽²⁾	10,785,244	I	By LLC⁽¹⁾⁽²⁾
Class A Common Stock⁽³⁾	2,172,521	D

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Shares of the Issuer's Class A Common Stock represented by 4,267,680 Class A Units and 6,517,564 Class B Units of WMG Management Holdings, LLC, ("Management LLC"), held directly and in trust by the reporting person. Following the closing of the Issuer's IPO, pursuant to the terms of, and subject to the limitations and restrictions set forth in, the Second Amended and Restated Limited Liability Company Agreement of Management LLC, as amended, (i) the Class A Units are redeemable for 4,267,680 shares of the Issuer's Class B Common Stock, and (ii) the Class B Units are redeemable for a number of shares of the Issuer's Class B Common Stock equal to 6,517,564 less a number of shares of Class B Common Stock having a value equal to $16,145,479 on the date of such redemption (the "Benchmark Shares"), which is the sum of the benchmark amounts of the Class B Units. The reporting person expressly disclaims beneficial ownership of the Benchmark Shares.

2. Any shares of the Issuer's Class B Common Stock issued to the reporting person upon a redemption of Class A Units or Class B Units will immediately and automatically convert to shares of the Issuer's Class A Common Stock on a one-for-one basis, and the corresponding Class A Units or Class B Units will be cancelled.

3. Represents vested Deferred Equity Units issued under the Second Amended and Restated Warner Music Group Corp. Senior Management Free Cash Flow Plan (the "Plan"). Following the closing of the Issuer's IPO, pursuant to the terms of the Plan, these Deferred Equity Units will be settled for up to 2,172,521 shares of the Issuer's Class A Common Stock by no later than December 31, 2020. Upon such settlement, the corresponding Deferred Equity Units will be cancelled.

Remarks:

Exhibit List Ex. 24-Power of Attorney

	/s/ Trent N. Tappe, as Attorney-in-Fact	06/02/2020
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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