SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lousada Max

(Last)

(First)

(Middle)

C/O WARNER MUSIC GROUP CORP.

1633 BROADWAY

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

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	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO, Recorded Music

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2024

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/03/2024		S		64,047	D	$28.25⁽¹⁾	2,909,422⁽²⁾⁽³⁾⁽⁴⁾	D
Class A Common Stock	09/04/2024		S		48,134	D	$28.21⁽⁵⁾	2,861,288⁽²⁾⁽³⁾⁽⁴⁾	D
Class A Common Stock	09/05/2024		S		135,324	D	$28.17⁽⁶⁾	2,725,964⁽²⁾⁽³⁾⁽⁴⁾	D

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

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.

	/s/ Trent N. Tappe, as Attorney-in-Fact	09/05/2024
	** 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).
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CEO, Recorded Music Lousada Max sold $6,979,265 worth of shares (247,505 units at $28.20), decreasing direct ownership by 8% to 2,725,964 units (SEC Form 4)