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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BRONFMAN EDGAR JR 75 ROCKEFELLER PLAZA, 30TH FLOOR NEW YORK, NY 10019 |
X | Chairman & CEO | (See Remarks) | |
| /s/ Trent N. Tappe as attorney-in-fact | 01/20/2011 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The two reported transactions reflect the amendment, dated as of January 18, 2011, to Mr. Bronfman's restricted stock award agreement dated March 15, 2008, and are treated for purposes of this Statement as the deemed cancellation of the "old" shares of restricted stock and the deemed grant of "new" shares of restricted stock. With respect to the 2,750,000 shares of restricted stock granted to Mr. Bronfman on March 15, 2008, all the shares will continue to 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). (Continued footnote 2) |
| (2) | Prior to the amendment, the performance vesting criteria for the 2,750,000 shares of restricted stock were as follows: 650,000 shares, would have been eligible to vest upon WMG achieving an average closing stock price of at least $10.00 per share over 60 consecutive trading days; 650,000 shares, would have been eligible to vest upon WMG achieving an average closing stock price of at least $13.00 per share over 60 consecutive trading days; 650,000 shares, would have been eligible to vest upon WMG achieving an average closing stock price of at least $17.00 per share over 60 consecutive trading days; and 800,000 shares, would have been eligible to vest upon WMG achieving an average closing stock price of at least $20.00 per share over 60 consecutive trading days. (Continued footnote 3) |
| (3) | After the amendment, the performance vesting criteria for the 2,750,000 shares of restricted stock have been revised as follows: 825,000 shares, vesting upon WMG achieving an average closing stock price of at least $7.00 per share over 60 consecutive trading days; 825,000 shares, vesting upon WMG achieving an average closing stock price of at least $8.00 per share over 60 consecutive trading days; 550,000 shares, vesting upon WMG achieving an average closing stock price of at least $9.00 per share over 60 consecutive trading days; and 550,000 shares, vesting upon WMG achieving an average closing stock price of at least $10.00 per share over 60 consecutive trading days. (Continued footnote 4) |
| (4) | The time vesting criteria remain the same as applicable since the original grant date -20% a year for five years. Accordingly, the time vesting criteria for 20% of the restricted shares were achieved on March 14, 2009 and for an additional 20% of the restricted shares on March 14, 2010 and, with respect to the remaining 60% of the restricted shares, the time vesting criteria will be satisfied in 20% installments on each of March 14, 2011, March 14, 2012 and March 14, 2013, respectively, subject to Mr. Bronfman's continued employment through such dates. |
| (5) | Represents shares of Warner Music Group Corp. held directly for the benefit of Mr. Bronfman or a member of his family, of which Mr. Bronfman is the 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 securities for the purposes of Section 16 or for any other purpose, except to the extent of Mr. Bronfman's pecuniary interest therein. |
| Remarks: Because of the stockholders agreement among affiliates of Thomas H. Lee Partners, L.P. ("THL"), affiliates of Bain Capital Investors, LLC ("Bain Capital"), affiliates of Providence Equity Partners, Inc. ("Providence"), Mr. Bronfman and certain other parties, THL, Bain Capital, Providence and Mr. Bronfman are deemed to be a group pursuant to Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, with respect to the common stock. The aggregate number of shares of common stock beneficially owned by THL, Bain Capital, Providence and Mr. Bronfman as of January 6, 2011 represents a majority of the Company's outstanding shares of common stock. | |