Warner Music Group Corp. — Director's Dealing 2011

Jun 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Warner Music Group Corp. (WMG)
CIK: 0001319161
Period of Report: 2011-05-27

Reporting Person: BRONFMAN EDGAR JR (Director, Chairman & CEO, (See Remarks))

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-27	Common Stock par value $0.001	S	566754	$8.2274	Disposed	3403036	Indirect
2011-05-31	Common Stock par value $0.001	S	123121	$8.2267	Disposed	3279915	Indirect
2011-06-01	Common Stock par value $0.001	S	34884	$8.2227	Disposed	3245031	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock par value $0.001	6800199	Direct

Footnotes

F1: This transaction was executed in multiple trades at prices ranging from $8.22 to $8.24. 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.

F2: This transaction was executed in multiple trades at prices ranging from $8.22 to $8.24. 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.

F3: This transaction was executed in multiple trades at prices ranging from $8.22 to $8.23. 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.

F4: The transactions reported on this Form 4 reflect the sale of shares of Warner Music Group Corp. held directly by one 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.

F5: 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 6)

F6: 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.