X0206 3 2020-06-02 0 0001319161 Warner Music Group Corp. WMG 0001813621 AI Entertainment Holdings LLC C/O ACCESS INDUSTRIES, LLC 40 WEST 57TH STREET, 28TH FLOOR NEW YORK NY 10019 0 0 1 0 0001813620 AI Entertainment Management, LLC C/O ACCESS INDUSTRIES, LLC 40 WEST 57TH STREET, 28TH FLOOR NEW YORK NY 10019 0 0 0 1 Affiliate of 10% Owner 0001813892 Altep 2012 L.P. C/O ACCESS INDUSTRIES, LLC 40 WEST 57TH STREET, 28TH FLOOR NEW YORK NY 10019 0 0 0 1 Affiliate of 10% Owner 0001813894 CT/FT HOLDINGS LLC C/O ACCESS INDUSTRIES, LLC 40 WEST 57TH STREET, 28TH FLOOR NEW YORK NY 10019 0 0 0 1 Affiliate of 10% Owner 0001508227 ACCESS INDUSTRIES, LLC 40 WEST 57TH STREET, 28TH FLOO NEW YORK NY 10019 0 0 0 1 Affiliate of 10% Owner 0001564326 AIPH Holdings LLC C/O ACCESS INDUSTRIES, LLC 40 WEST 57TH STREET, 28TH FLOOR NEW YORK NY 10019 0 0 0 1 Affiliate of 10% Owner 0001391297 Access Industries Holdings LLC C/O ACCESS INDUSTRIES, LLC 40 WEST 57TH STREET, 28TH FLOOR NEW YORK NY 10019 0 0 0 1 Affiliate of 10% Owner 0001508226 ACCESS INDUSTRIES MANAGEMENT, LLC C/O ACCESS INDUSTRIES, LLC 40 WEST 57TH STREET, 28TH FLOOR NEW YORK NY 10019 0 0 0 1 Affiliate of 10% Owner 0000877116 AI Altep Holdings, Inc C/O ACCESS INDUSTRIES, LLC 40 WEST 57TH STREET, 28TH FLOOR NEW YORK NY 10019 0 0 0 1 Affiliate of 10% Owner 0001326628 Blavatnik Len C/O ACCESS INDUSTRIES, LLC 40 WEST 57TH STREET, 28TH FLOOR NEW YORK NY 10019 1 0 0 1 Affiliate of 10% Owner Class B Common Stock Class A Common Stock 444629202 D Class B Common Stock Class A Common Stock 2001168 I By partnership Class B Common Stock Class A Common Stock 26256169 I By LLC Class B Common Stock Class A Common Stock 20479800 I By LLC Class B Common Stock Class A Common Stock 6501216 I By LLC Class B Common Stock Class A Common Stock 2978598 I By LLC 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. The securities reported are held directly by AI Entertainment Holdings LLC ("AIEH") and may be deemed to be beneficially owned by AIPH Holdings LLC ("AIPH"), Access Industries Holdings LLC ("AIH"), Access Industries, LLC ("AI"), Access Industries Management, LLC ("AIM") and Mr. Blavatnik, because AIPH is the parent of AIEH, AIH is the holder of a majority of the outstanding voting interests in AIPH, AI is the holder of a majority of the outstanding voting interests in AIH, AIM is the controlling entity of AI and AIH and Mr. Blavatnik is the controlling person of AIM and holder of a majority of the outstanding voting interests in AI. Each of the reporting persons (other than AIEH) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this Form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this Form. The securities reported are held directly by Altep 2012 L.P. ("Altep 2012") and may be deemed to be beneficially owned by AI Altep Holdings, Inc. and Mr. Blavatnik because Altep Holdings, Inc. is the general partner of Altep 2012 and Mr. Blavatnik controls Altep Holdings, Inc. Each of the reporting persons (other than Altep 2012) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this Form shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities. The securities reported are held directly by WMG Management Holdings, LLC ("Management Holdings") and may be deemed to be beneficially owned by AIEM, AIEH, AIPH, AIH, AI, AIM and Mr. Blavatnik, because AIEM is the holder of a majority of the outstanding voting interests in Management Holdings, AIEH is the holder of a majority of the outstanding voting interests in AIEM, AIPH is the parent of AIEH, AIH is the holder of a majority of the outstanding voting interests in AIPH, AI is the holder of a majority of the outstanding voting interests in AIH, AIM is the controlling entity of AI and AIH and Mr. Blavatnik is the controlling person of AIM and holder of a majority of the outstanding voting interests in AI. Each of the reporting persons disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this Form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this Form. The securities held by Management Holdings are held on behalf of holders of Class A Units and Class B Units of Management Holdings. 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 Holdings, as amended, (i) the Class A Units are redeemable for shares of Class A Common Stock on a one-for-one basis and (ii) the Class B Units are redeemable for a number of shares of Class B Common Stock equal to the number of redeemed Class B Units, less a number of shares of Class B Common Stock having a value equal to the aggregate of the benchmark amounts of the redeemed Class B Units (which are retained by Management Holdings). Any shares of Class B Common Stock issued to the holders of Class A Units or Class B Units will convert immediately and automatically to shares of Class A Common Stock on a one-for-one basis, and the corresponding Class A Units and Class B Units will be cancelled. The securities reported are held directly by AI and may be deemed to be beneficially owned by AIM and Mr. Blavatnik, because AIM is the controlling entity of AI and Mr. Blavatnik is the controlling person of AIM and holder of a majority of the outstanding voting interests in AI. Each of the reporting persons (other than AI) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this Form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this Form. The securities reported are held directly by AI Entertainment Management, LLC ("AIEM") and may be deemed to be beneficially owned by AIEH, AIPH, AIH, AI, AIM and Mr. Blavatnik, because AIEH is the holder of a majority of the outstanding voting interests in AIEM, AIPH is the parent of AIEH, AIH is the holder of a majority of the outstanding voting interests in AIPH, AI is the holder of a majority of the outstanding voting interests in AIH, AIM is the controlling entity of AI and AIH and Mr. Blavatnik is the controlling person of AIM and holder of a majority of the outstanding voting interests in AI. Each of the reporting persons (other than AIEM) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this Form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this Form. The securities reported are held directly by CT/FT Holdings LLC ("CT/FT") and may be deemed to be beneficially owned by AIM and Mr. Blavatnik, because AIM is the manager of CT/FT and Mr. Blavatnik is the controlling person of AIM. Each of the reporting persons (other than CT/FT) disclaims beneficial ownership of these securities, except to the extent of its or his pecuniary interest therein, and this Form shall not be construed as an admission that any such reporting person is the beneficial owner of any of the securities reported on this Form. Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 3 is one of two filed today reporting on the same securities by the following joint filers: AI Entertainment Management, LLC, Altep 2012 L.P., CT/FT Holdings LLC, AIPH Holdings LLC, Access Industries Holdings LLC, Access Industries, LLC, Access Industries Management, LLC, AI Altep Holdings, Inc., Len Blavatnik and WMG Management Holdings, LLC. Exhibit List: Ex.24-Power of Attorney /s/ Alejandro Moreno for AI Entertainment Holdings LLC 2020-06-02 /s/ Alejandro Moreno for AI Entertainment Management, LLC 2020-06-02 /s/ Alejandro Moreno for Altep 2012 L.P. 2020-06-02 /s/ Alejandro Moreno for CT/FT Holdings LLC 2020-06-02 /s/ Alejandro Moreno for Access Industries, LLC 2020-06-02 /s/ Alejandro Moreno for AIPH Holdings LLC 2020-06-02 /s/ Alejandro Moreno for Access Industries Holdings LLC 2020-06-02 /s/ Alejandro Moreno for Access Industries Management, LLC 2020-06-02 /s/ Alejandro Moreno for AI Altep Holdings, Inc. 2020-06-02 /s/ Trent N. Tappe, as Attorney-in-Fact for Len Blavatnik 2020-06-02