Max Lousada - Dec 5, 2023 Form 4 Insider Report for Warner Music Group Corp. (WMG)

Signature
/s/ Trent N. Tappe, as Attorney-in-Fact
Stock symbol
WMG
Transactions as of
Dec 5, 2023
Transactions value $
-$28,990,107
Form type
4
Date filed
12/7/2023, 04:11 PM
Previous filing
Jan 17, 2023
Next filing
Jan 5, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WMG Class A Common Stock Sale -$29M -869K -31.57% $33.36 1.88M Dec 5, 2023 Direct F1, F2
holding WMG Class A Common Stock 1.05M Dec 5, 2023 By LLC F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Includes restricted stock units.
F2 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.
F3 Shares of the Issuer's Class A Common Stock represented by 1,048,784 Class B Units of WMG Management Holdings, LLC ("Management LLC") 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, these Class B Units are redeemable for a number of shares of the Issuer's Class B Common Stock equal to 1,048,784 less a number of shares of Class B Common Stock having a value equal to $3,343,758 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.
F4 Any shares of the Issuer's Class B Common Stock issued to the reporting person upon a redemption of 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 B Units will be cancelled.