Amendment: SEC Form SCHEDULE 13G/A filed by Warner Music Group Corp.
$WMG
Services-Misc. Amusement & Recreation
Consumer Discretionary
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 3)
|
Warner Music Group Corp. (Name of Issuer) |
Class A common stock, par value $0.001 per share (Title of Class of Securities) |
934550203 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 934550203 |
| 1 | Names of Reporting Persons
Access Industries Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
372,600,227.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
72 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Excludes shares of Class A common stock beneficially owned in respect of shares of Class B common stock directly held by AIBFF, Inc. and LB 2020 Family Trust.
All percentages calculated in this Schedule 13G are based upon an aggregate of 144,980,732 shares of Class A common stock outstanding as of February 3, 2025, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on February 6, 2025, as well as the shares of Class B common stock beneficially owned by such reporting person.
SCHEDULE 13G
|
| CUSIP No. | 934550203 |
| 1 | Names of Reporting Persons
Access Industries Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
372,600,227.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
72 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Excludes shares of Class A common stock beneficially owned in respect of shares of Class B common stock directly held by AIBFF, Inc. and LB 2020 Family Trust.
All percentages calculated in this Schedule 13G are based upon an aggregate of 144,980,732 shares of Class A common stock outstanding as of February 3, 2025, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on February 6, 2025, as well as the shares of Class B common stock beneficially owned by such reporting person.
SCHEDULE 13G
|
| CUSIP No. | 934550203 |
| 1 | Names of Reporting Persons
AI Entertainment Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
372,600,227.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
72 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Excludes shares of Class A common stock beneficially owned in respect of shares of Class B common stock directly held by AIBFF, Inc. and LB 2020 Family Trust.
All percentages calculated in this Schedule 13G are based upon an aggregate of 144,980,732 shares of Class A common stock outstanding as of February 3, 2025, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on February 6, 2025, as well as the shares of Class B common stock beneficially owned by such reporting person.
SCHEDULE 13G
|
| CUSIP No. | 934550203 |
| 1 | Names of Reporting Persons
Access Industries Core Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
372,600,227.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
72 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Excludes shares of Class A common stock beneficially owned in respect of shares of Class B common stock directly held by AIBFF, Inc. and LB 2020 Family Trust.
All percentages calculated in this Schedule 13G are based upon an aggregate of 144,980,732 shares of Class A common stock outstanding as of February 3, 2025, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on February 6, 2025, as well as the shares of Class B common stock beneficially owned by such reporting person.
SCHEDULE 13G
|
| CUSIP No. | 934550203 |
| 1 | Names of Reporting Persons
Access Industries, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
372,600,227.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
72 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Excludes shares of Class A common stock beneficially owned in respect of shares of Class B common stock directly held by AIBFF, Inc. and LB 2020 Family Trust.
All percentages calculated in this Schedule 13G are based upon an aggregate of 144,980,732 shares of Class A common stock outstanding as of February 3, 2025, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on February 6, 2025, as well as the shares of Class B common stock beneficially owned by such reporting person.
SCHEDULE 13G
|
| CUSIP No. | 934550203 |
| 1 | Names of Reporting Persons
AI Entertainment Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Excludes shares of Class A common stock beneficially owned in respect of shares of Class B common stock directly held by AI Entertainment Holdings LLC, AIBFF, Inc., Entertainment Holdings II LLC and LB 2020 Family Trust.
All percentages calculated in this Schedule 13G are based upon an aggregate of 144,980,732 shares of Class A common stock outstanding as of February 3, 2025, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on February 6, 2025, as well as the shares of Class B common stock beneficially owned by such reporting person.
SCHEDULE 13G
|
| CUSIP No. | 934550203 |
| 1 | Names of Reporting Persons
WMG Management Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Excludes shares of Class A common stock beneficially owned in respect of shares of Class B common stock directly held by AI Entertainment Holdings LLC, AIBFF, Inc., Entertainment Holdings II LLC and LB 2020 Family Trust.
All percentages calculated in this Schedule 13G are based upon an aggregate of 144,980,732 shares of Class A common stock outstanding as of February 3, 2025, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on February 6, 2025, as well as the shares of Class B common stock beneficially owned by such reporting person.
SCHEDULE 13G
|
| CUSIP No. | 934550203 |
| 1 | Names of Reporting Persons
Entertainment Holdings II LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
125,000,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
46.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Excludes shares of Class A common stock beneficially owned in respect of shares of Class B common stock directly held by AI Entertainment Holdings LLC, AIBFF, Inc. and LB 2020 Family Trust.
All percentages calculated in this Schedule 13G are based upon an aggregate of 144,980,732 shares of Class A common stock outstanding as of February 3, 2025, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on February 6, 2025, as well as the shares of Class B common stock beneficially owned by such reporting person.
SCHEDULE 13G
|
| CUSIP No. | 934550203 |
| 1 | Names of Reporting Persons
Altep 2012 L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Excludes shares of Class A common stock beneficially owned in respect of shares of Class B common stock directly held by AI Entertainment Holdings LLC, AIBFF, Inc., Entertainment Holdings II LLC and LB 2020 Family Trust.
All percentages calculated in this Schedule 13G are based upon an aggregate of 144,980,732 shares of Class A common stock outstanding as of February 3, 2025, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on February 6, 2025, as well as the shares of Class B common stock beneficially owned by such reporting person.
SCHEDULE 13G
|
| CUSIP No. | 934550203 |
| 1 | Names of Reporting Persons
AIBFF, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
517,025.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Excludes shares of Class A common stock beneficially owned in respect of shares of Class B common stock directly held by AI Entertainment Holdings LLC, Entertainment Holdings II LLC and LB 2020 Family Trust.
All percentages calculated in this Schedule 13G are based upon an aggregate of 144,980,732 shares of Class A common stock outstanding as of February 3, 2025, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on February 6, 2025, as well as the shares of Class B common stock beneficially owned by such reporting person.
SCHEDULE 13G
|
| CUSIP No. | 934550203 |
| 1 | Names of Reporting Persons
LB 2020 Family Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,400,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Excludes shares of Class A common stock beneficially owned in respect of shares of Class B common stock directly held by AI Entertainment Holdings LLC, AIBFF, Inc. and Entertainment Holdings II LLC.
All percentages calculated in this Schedule 13G are based upon an aggregate of 144,980,732 shares of Class A common stock outstanding as of February 3, 2025, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on February 6, 2025, as well as the shares of Class B common stock beneficially owned by such reporting person.
SCHEDULE 13G
|
| CUSIP No. | 934550203 |
| 1 | Names of Reporting Persons
Len Blavatnik | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
374,517,252.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
72.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: All percentages calculated in this Schedule 13G are based upon an aggregate of 144,980,732 shares of Class A common stock outstanding as of February 3, 2025, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on February 6, 2025, as well as the shares of Class B common stock beneficially owned by such reporting person.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Warner Music Group Corp. | |
| (b) | Address of issuer's principal executive offices:
1633 Broadway, New York, NY 10019 | |
| Item 2. | ||
| (a) | Name of person filing:
This filing is being made on behalf of (collectively, the "Access Filers"):
Access Industries Holdings LLC
Access Industries Management, LLC
AI Entertainment Holdings LLC
Access Industries Core Holdings LLC
Access Industries, LLC
AI Entertainment Management, LLC
WMG Management Holdings, LLC
Entertainment Holdings II LLC
Altep 2012 L.P.
AIBFF, Inc.
LB 2020 Family Trust
Len Blavatnik | |
| (b) | Address or principal business office or, if none, residence:
The principal business office of each reporting person is c/o Access Industries, Inc., 40 West 57th Street, 28th Floor, New York, NY 10019. | |
| (c) | Citizenship:
Each of Access Industries Holdings LLC, Access Industries Management, LLC, AI Entertainment Holdings LLC, Access Industries Core Holdings LLC, Access Industries, LLC, AI Entertainment Management, LLC, WMG Management Holdings, LLC and Entertainment Holdings II LLC is a limited liability company organized under the laws of the State of Delaware.
Altep 2012 L.P. is a limited partnership organized under the laws of the State of Delaware.
AIBFF, Inc. is a corporation organized under the laws of the State of New York.
LB 2020 Family Trust is a trust organized under the laws of the State of Delaware.
Mr. Blavatnik is a citizen of the United States of America. | |
| (d) | Title of class of securities:
Class A common stock, par value $0.001 per share | |
| (e) | CUSIP No.:
934550203 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See the responses to Item 9 on the attached cover pages. | |
| (b) | Percent of class:
See Item 11 of the attached cover pages. The percentages reported in Item 11 of the attached cover pages are based upon an aggregate of 144,980,732 shares of Class A common stock outstanding as of February 3, 2025, as reported in the Issuer's quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on February 6, 2025, as well as the shares of Class B common stock beneficially owned by such Access Filer. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See the responses to Item 5 on the attached cover pages. | ||
| (ii) Shared power to vote or to direct the vote:
See the responses to Item 6 on the attached cover pages. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See the responses to Item 7 on the attached cover pages. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See the responses to Item 8 on the attached cover pages.
247,600,227 shares of Class B common stock, par value $0.001 per share, of the Issuer (the "Class B common stock") are held directly by AI Entertainment Holdings LLC ("AIEH") and may be deemed to be beneficially owned by Access Industries Core Holdings LLC (formerly known as AIPH Holdings LLC) ("AICH"), Access Industries Holdings LLC ("AIH"), Access Industries, LLC ("AI"), Access Industries Management, LLC ("AIM") and Mr. Len Blavatnik because AICH is the parent of AIEH, AIH controls a majority of the outstanding voting interests in AICH, 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 Access Filers (other than AIEH), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.
125,000,000 shares of Class B common stock are held directly by Entertainment Holdings II LLC ("EH") and may be deemed to be beneficially owned by AIEH, AICH, AIH, AI, AIM and Mr. Blavatnik because AIEH is the parent of EH, AICH is the parent of AIEH, AIH controls a majority of the outstanding voting interests in AICH, 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 Access Filers (other than EH), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.
517,025 shares of Class B common stock are held directly by AIBFF, Inc. (formerly known as AI Altep Holdings, Inc.) ("AIBFF") and may be deemed to be beneficially owned by Mr. Blavatnik because Mr. Blavatnik controls AIBFF. Each of the Access Filers (other than AIBFF), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.
1,400,000 shares of Class B common stock are held directly by LB 2020 Family Trust (the "Trust") and may be deemed to be beneficially owned by Mr. Blavatnik because Mr. Blavatnik is a co-trustee of the Trust. Each of the Access Filers (other than the Trust), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.
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. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: * The undersigned, by signing his name hereto, executes this Schedule 13G pursuant to the Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith.
By: /s/ Alejandro Moreno
Name: Alejandro Moreno
Attorney-in-Fact