0001181431-11-035283.txt : 20110606 0001181431-11-035283.hdr.sgml : 20110606 20110606192850 ACCESSION NUMBER: 0001181431-11-035283 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110602 FILED AS OF DATE: 20110606 DATE AS OF CHANGE: 20110606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRONFMAN EDGAR JR CENTRAL INDEX KEY: 0001200675 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32502 FILM NUMBER: 11896754 MAIL ADDRESS: STREET 1: 390 PARK AVE 4TH FLR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Warner Music Group Corp. CENTRAL INDEX KEY: 0001319161 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 134271875 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 75 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-275-2000 MAIL ADDRESS: STREET 1: 75 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: WMG Parent Corp. DATE OF NAME CHANGE: 20050228 4 1 rrd314650.xml FORM 4 X0303 4 2011-06-02 0 0001319161 Warner Music Group Corp. WMG 0001200675 BRONFMAN EDGAR JR 75 ROCKEFELLER PLAZA, 30TH FLOOR NEW YORK NY 10019 1 1 0 1 Chairman & CEO (See Remarks) Common Stock par value $0.001 2011-06-02 4 S 0 600 8.22 D 3244431 I See Footnote Common Stock par value $0.001 2011-06-06 4 S 0 351742 8.1681 D 2892689 I See Footnote Common Stock par value $0.001 6800199 D This transaction was executed in multiple trades at prices ranging from $8.16 to $8.185. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth above. The transactions reported on this Form 4 reflect the sale of shares of Warner Music Group Corp. held directly by two of three trusts for the benefit of Mr. Bronfman or a member of his immediate family, of which Mr. Bronfman is a trustee. Mr. Bronfman disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that Mr. Bronfman is or was the beneficial owner of the shares for purposes of Section 16 or for any other purpose, except to the extent of Mr. Bronfman's pecuniary interest therein. Mr. Bronfman did not sell any shares of Warner Music Group Corp. that he holds personally. Includes 2,750,000 shares granted pursuant to a Restricted Stock Award Agreement, dated as of March 15, 2008, as amended. The shares of restricted stock generally vest based on a double trigger that includes achievement of both service and performance criteria (each, subject to continued employment through the applicable vesting dates). The time vesting criteria is in increments of 20% on the day immediately prior to each of the first five anniversaries of the date of grant, March 15, 2008. The performance criteria is as follows: 825,000 shares, vesting upon Warner Music Group Corp. achieving an average closing stock price of at least $7.00 per share over 60 consecutive trading days; (Continued footnote 4) 825,000 shares, vesting upon Warner Music Group Corp. achieving an average closing stock price of at least $8.00 per share over 60 consecutive trading days; 550,000 shares, vesting upon Warner Music Group Corp. achieving an average closing stock price of at least $9.00 per share over 60 consecutive trading days; and 550,000 shares, vesting upon Warner Music Group Corp. achieving an average closing stock price of at least $10.00 per share over 60 consecutive trading days. Because of the stockholders agreement among affiliates of Thomas H. Lee Partners, L.P. ("THL"), affiliates of Bain Capital Investors, LLC ("Bain Capital"), affiliates of Providence Equity Partners, Inc. ("Providence"), Mr. Bronfman and certain other parties, THL, Bain Capital, Providence and Mr. Bronfman are deemed to be a group pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, with respect to the common stock. The aggregate number of shares of common stock beneficially owned by THL, Bain Capital, Providence and Mr. Bronfman as of the date hereof represents a majority of Warner Music Group Corp.'s outstanding shares of common stock. /s/ Trent N. Tappe as attorney-in-fact 2011-06-06