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: SPERLING SCOTT M (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-20	Common Stock	S	55491627.88	$8.25	Disposed	0	Indirect

Footnotes

F1: Represents shares of the Issuer which were held directly by Thomas H. Lee Equity Fund V, L.P., Thomas H. Lee Parallel Fund V, L.P., Thomas H. Lee Equity (Cayman) Fund V, L.P. and THL WMG Equity Investors, L.P. On July 20, 2011, the Merger contemplated by that certain Agreement and Plan of Merger dated as of May 2, 2011 Merger Agreement by and among the Issuer, Airplanes Music LLC and Airplanes Merger Sub Inc. became effective and each share of Common Stock was converted into the right to receive $8.25 in cash.

F2: The reporting person is a member of Thomas H. Lee Advisors, LLC, which is the general partner of Thomas H. Lee Partners, L.P., which is the manager of THL Equity Advisors VI, LLC, which, in turn, is the general partner of Thomas H. Lee Equity Fund V, L.P., Thomas H. Lee Parallel Fund V, L.P., Thomas H. Lee Equity (Cayman) Fund V, L.P. and THL WMG Equity Investors L.P. As such, the reporting person may have been deemed to beneficially own the shares of the Issuer owned directly by each of such entities. The reporting person disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.