Warner Music Group Corp. — Director's Dealing 2011

Jul 23, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Warner Music Group Corp. (WMG)
CIK: 0001319161
Period of Report: 2011-07-20

Reporting Person: CONNAUGHTON JOHN (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-20	Common Stock, Par Value $0.001	D	24090064	$8.25	Disposed	0	Indirect

Footnotes

F1: John P. Connaughton is a Managing Director of Bain Capital Investors, LLC ("BCI"). BCI is the sole general partner of Bain Capital Partners VII, L.P., which is the sole general partner of Bain Capital VII Coinvestment Fund, L.P., which is the managing and sole member of Bain Capital VII Coinvestment Fund, LLC ("Coinvestment Fund VII, LLC"). By virtue of this relationship, Mr. Connaughton may be deemed to share voting and dispositive power with respect to the 6,949,553 shares of Common Stock owned by Coinvestment Fund VII, LLC.

F2: BCI is also the administrative member of Bain Capital Integral Investors, LLC ("Integral Investors"). By virtue of this relationship, Mr. Connaughton may be deemed to share voting and dispositive power with respect to the 17,039,128 shares of Common Stock owned by Integral Investors.

F3: BCI is also the administrative member of BCIP TCV, LLC ("BCIP TCV"). By virtue of this relationship, Mr. Connaughton may be deemed to share voting and dispositive power with respect to the 101,383 shares of Common Stock owned by BCIP TCV.

F4: Mr. Connaughton disclaims beneficial ownership of the securities held by each of the entities referred to in the foregoing footnotes except to the extent of his pecuniary interest therein.