Warner Music Group Corp. — Director's Dealing 2011

Jul 22, 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: BRONFMAN EDGAR JR (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-20	Common Stock, par value $0.001	D	1342588	—	Disposed	5457611	Direct
2011-07-20	Common Stock, par value $0.001	D	5457611	$8.25	Disposed	0	Direct
2011-07-20	Common Stock, par value $0.001	D	1859336	$8.25	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-20	Stock Option (Right to Buy)	$5.29	D	2750000	Disposed		Common Stock, par value $0.001 (2750000)	Direct

Footnotes

F1: Reflects forfeiture of restricted stock.

F2: Disposition in connection with the merger (the "Merger") of Airplanes Merger Sub, Inc. with and into Warner Music Group Corp., exempt pursuant to Rule 16-3, in which all outstanding shares were converted into the right to receive $8.25 per share and all options were cancelled in exchange for a cash payment equal to the excess, if any, of $8.25 over the exercise price.

F3: Shares of Warner Music Group Corp. held directly by 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 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.

F4: All options became vested and were cancelled upon consummation of the Merger.