Warner Music Group Corp.

Major Shareholding Notification • Feb 16, 2021

SC 13G/A 1 d8729378_13g-a.htm 28325-0001

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

| Warner
Music Group Corp. |
| --- |
| (Name
of Issuer) |

| Class
A Common Stock, $0.001 par value |
| --- |
| (Title
of Class of Securities) |

934550203
(CUSIP
Number)

| December
31, 2020 |
| --- |
| (Date
of Event Which Requires Filing of this Statement) |

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[_] Rule 13d-1(b)

[X] Rule 13d-1(c)

[_] Rule 13d-1(d)

---

• The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No 934550203

| 1. | NAME
OF REPORTING PERSONS |
| --- | --- |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | Darsana
Capital Partners LP |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| | (a) [] |
| | (b) [X] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | Delaware |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | |
| 5. | SOLE
VOTING POWER |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 5,512,238 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 5,512,238 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 5,512,238 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| | [] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 6.22% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IA,
PN |

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CUSIP No 934550203

| 1. | NAME
OF REPORTING PERSONS |
| --- | --- |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | Darsana
Capital Partners GP LLC |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| | (a) [] |
| | (b)
[X] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | Delaware |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | |
| 5. | SOLE
VOTING POWER |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 5,512,238 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 5,512,238 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 5,512,238 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| | [] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 6.22% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) HC,
OO |

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CUSIP No 934550203

| 1. | NAME
OF REPORTING PERSONS |
| --- | --- |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | Darsana
Master Fund LP |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| | (a) [] |
| | (b) [X] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | Cayman
Islands |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | |
| 5. | SOLE
VOTING POWER |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 5,512,238 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 5,512,238 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 5,512,238 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| | [] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 6.22% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) PN |

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CUSIP No 934550203

| 1. | NAME
OF REPORTING PERSONS |
| --- | --- |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | Darsana
Capital GP LLC |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| | (a) [] |
| | (b) [X] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | Delaware |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | |
| 5. | SOLE
VOTING POWER |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 5,512,238 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 5,512,238 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 5,512,238 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| | [] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 6.22% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) HC,
OO |

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CUSIP No 934550203

| 1. | NAME
OF REPORTING PERSONS |
| --- | --- |
| | I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | Anand
Desai |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
| | (a) [] |
| | (b) [X] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION |
| | United
States of America |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | |
| 5. | SOLE
VOTING POWER |
| | 0 |
| 6. | SHARED
VOTING POWER |
| | 5,512,238 |
| 7. | SOLE
DISPOSITIVE POWER |
| | 0 |
| 8. | SHARED
DISPOSITIVE POWER |
| | 5,512,238 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 5,512,238 |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
| | [] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
| | 6.22% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) HC,
IN |

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CUSIP No 934550203

| Item
1. |
| --- |
| Warner
Music Group Corp. |

| (b). |
| --- |
| 1633
Broadway New
York, New York 10019 |

| Item
2. |
| --- |
| Darsana
Capital Partners LP Darsana
Capital Partners GP LLC Darsana
Master Fund LP Darsana
Capital GP LLC Anand
Desai |

| (b). |
| --- |
| 40
West 57 th Street, 15 th Floor New
York, New York 10019 |

| (c). | Citizenship: Darsana
Capital Partners LP - Delaware Darsana
Capital Partners GP LLC -Delaware Darsana
Master Fund LP - Cayman Islands Darsana
Capital GP LLC - Delaware Anand
Desai – United States of America |
| --- | --- |
| (d). | Title
of Class of Securities: |
| | Class
A Common Stock, $0.001 par value |

(e).
934550203

ITEM 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

| (a) | [] | Broker
or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c). |
| --- | --- | --- |
| (b) | [] | Bank
as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). |
| (c) | [] | Insurance
company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
| (d) | [] | Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |

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| (e) | [] | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| --- | --- | --- |
| (f) | [] | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | [] | A
parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
| (h) | [] | A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); |
| (i) | [] | A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3); |
| (j) | [] | Group,
in accordance with s.240.13d-1(b)(1)(ii)(J). |

| Item
4. | Ownership. |
| --- | --- |
| | Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1. |
| (a) | Amount beneficially owned: |

5,512,238 shares deemed beneficially owned by Darsana Capital Partners LP 5,512,238 shares deemed beneficially owned by Darsana Capital Partners GP LLC 5,512,238 shares deemed beneficially owned by Darsana Master Fund LP 5,512,238 shares deemed beneficially owned by Darsana Capital GP LLC 5,512,238 shares deemed beneficially owned by Anand Desai

(b) Percent of class:

6.22% deemed beneficially owned by Darsana Capital Partners LP 6.22% deemed beneficially owned by Darsana Capital Partners GP LLC 6.22% deemed beneficially owned by Darsana Master Fund LP 6.22% deemed beneficially owned by Darsana Capital GP LLC 6.22% deemed beneficially owned by Anand Desai

(c) Number of shares as to which Darsana Capital Partners LP has:

| (i) | Sole
power to vote or to direct the vote | 0 |
| --- | --- | --- |
| (ii) | Shared
power to vote or to direct the vote | 5,512,238 |
| (iii) | Sole
power to dispose or to direct the disposition of | 0 |
| (iv) | Shared
power to dispose or to direct the disposition of | 5,512,238 |

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| Number
of shares as to which Darsana Capital Partners GP LLC has: — (i) | Sole
power to vote or to direct the vote | 0 |
| --- | --- | --- |
| (ii) | Shared
power to vote or to direct the vote | 5,512,238 |
| (iii) | Sole
power to dispose or to direct the disposition of | 0 |
| (iv) | Shared
power to dispose or to direct the disposition of | 5,512,238 |

| Number
of shares as to which Darsana Master Fund LP has: — (i) | Sole
power to vote or to direct the vote | 0 |
| --- | --- | --- |
| (ii) | Shared
power to vote or to direct the vote | 5,512,238 |
| (iii) | Sole
power to dispose or to direct the disposition of | 0 |
| (iv) | Shared
power to dispose or to direct the disposition of | 5,512,238 |

Number of shares as to which Darsana Capital GP LLC has:

| (i) | Sole
power to vote or to direct the vote | 0 |
| --- | --- | --- |
| (ii) | Shared
power to vote or to direct the vote | 5,512,238 |
| (iii) | Sole
power to dispose or to direct the disposition of | 0 |
| (iv) | Shared
power to dispose or to direct the disposition of | 5,512,238 |

Number of shares as to which Anand Desai has:

| (i) | Sole
power to vote or to direct the vote | 0 |
| --- | --- | --- |
| (ii) | Shared
power to vote or to direct the vote | 5,512,238 |
| (iii) | Sole
power to dispose or to direct the disposition of | 0 |
| (iv) | Shared
power to dispose or to direct the disposition of | 5,512,238 |

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ITEM 5. Ownership of Five Percent or Less of a Class.

| If
this statement is being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than five percent of the class of
securities, check the following [_]. |
| --- |
| N/A |

| Item
6. | Ownership
of More Than Five Percent on Behalf of Another Person. |
| --- | --- |
| | If
any other person is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates
to more than five percent of the class, such person should be identified. A listing of
the shareholders of an investment company registered under the Investment Company Act
of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund
is not required. |
| | N/A |
| Item 7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
| | If
a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G),
so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3
classification of the relevant subsidiary. If a parent holding company has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification
of the relevant subsidiary. |
| | N/A |
| Item
8. | Identification
and Classification of Members of the Group. |
| | If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate
under Item 3(j) and attach an exhibit stating the identity and Item 3 classification
of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c)
or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. |
| | N/A |
| Item
9. | Notice
of Dissolution of Group. |
| | Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution
and that all further filings with respect to transactions in the security reported on
will be filed, if required, by members of the group, in their individual capacity. See
Item 5. |
| | N/A |
| Item
10. | Certification. |
| | By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| | February
16, 2021 |
| --- | --- |
| | (Date) |
| Darsana
Capital Partners LP By
Darsana Capital Partners GP LLC, Its
General Partner | /s/
Anand Desai Signature Anand Desai Chief Executive Officer |
| Darsana
Capital Partners GP LLC | /s/
Anand Desai Signature Anand Desai Chief Executive Officer |
| Darsana
Master Fund LP By
Darsana Capital GP LLC, Its
General Partner | /s/
Anand Desai Signature Anand Desai Chief Executive Officer |
| Darsana
Capital GP LLC | /s/
Anand Desai Signature Anand Desai Chief Executive Officer |
| Anand
Desai | /s/
Anand Desai Signature |

• The Reporting Person specifically disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.

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Exhibit A

AGREEMENT

The undersigned agree that this amendment number one to Schedule 13G dated February 16, 2021 relating to the Class A Common Stock, $0.001 par value of Warner Music Group Corp. shall be filed on behalf of the undersigned.

| Darsana
Capital Partners LP By
Darsana Capital Partners GP LLC, Its
General Partner | /s/
Anand Desai Signature Anand Desai Chief Executive Officer |
| --- | --- |
| Darsana
Capital Partners GP LLC | /s/
Anand Desai Signature Anand Desai Chief Executive Officer |
| Darsana
Master Fund LP By
Darsana Capital GP LLC, Its
General Partner | /s/
Anand Desai Signature Anand Desai Chief Executive Officer |
| Darsana
Capital GP LLC | /s/
Anand Desai Signature Anand Desai Chief Executive Officer |
| Anand
Desai | /s/
Anand Desai Signature |

SK 28325 0001 8729378 v1