SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Warner Music Group Corp.

(Name of Issuer)

Class A common stock, par value $0.001 per share

(Title of Class of Securities)

934550203

(CUSIP Number)

December 31, 2023

(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)

☐ 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 (the “Act”) or otherwise subject to the liabilities of the section of the Act but shall be subject to all other provisions of that Act (however, see the Notes).

 

 

 

CUSIP No. 934550203

 

 1   

 NAMES OF REPORTING PERSONS

 

 Access Industries Holdings LLC

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 State of Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 0

   6  

 SHARED VOTING POWER

 

 374,352,210

   7  

 SOLE DISPOSITIVE POWER

 

 0

   8  

 SHARED DISPOSITIVE POWER

 

 374,352,210

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 374,352,210

10  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☒ (1)

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 72.7%(2)

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 OO (Limited Liability Company)

 

(1)

Excludes shares of Class A common stock beneficially owned in respect of shares of Class B common stock directly held by Altep 2012 L.P. and LB 2020 Family Trust.

(2)

All percentages calculated in this Schedule 13G are based upon an aggregate of 140,777,952 shares of Class A common stock outstanding as of February 5, 2024, as reported in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on February 8, 2024, as well as the shares of Class B common stock beneficially owned by such reporting person.

 

2 of 20

CUSIP No. 934550203

 

 1   

 NAMES OF REPORTING PERSONS

 

 Access Industries Management, LLC

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 State of Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 0

   6  

 SHARED VOTING POWER

 

 374,352,210

   7  

 SOLE DISPOSITIVE POWER

 

 0

   8  

 SHARED DISPOSITIVE POWER

 

 374,352,210

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 374,352,210

10  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☒ (1)

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 72.7%(2)

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 OO (Limited Liability Company)

 

(1)

Excludes shares of Class A common stock beneficially owned in respect of shares of Class B common stock directly held by Altep 2012 L.P. and LB 2020 Family Trust.

(2)

All percentages calculated in this Schedule 13G are based upon an aggregate of 140,777,952 shares of Class A common stock outstanding as of February 5, 2024, as reported in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on February 8, 2024, as well as the shares of Class B common stock beneficially owned by such reporting person.

 

3 of 20

CUSIP No. 934550203

 

 1   

 NAMES OF REPORTING PERSONS

 

 AI Entertainment Holdings LLC

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 State of Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 240,701,589

   6  

 SHARED VOTING POWER

 

 133,650,621

   7  

 SOLE DISPOSITIVE POWER

 

 240,701,589

   8  

 SHARED DISPOSITIVE POWER

 

 133,650,621

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 374,352,210

10  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☒ (1)

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 72.7%(2)

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 OO (Limited Liability Company)

 

(1)

Excludes shares of Class A common stock beneficially owned in respect of shares of Class B common stock directly held by Altep 2012 L.P. and LB 2020 Family Trust.

(2)

All percentages calculated in this Schedule 13G are based upon an aggregate of 140,777,952 shares of Class A common stock outstanding as of February 5, 2024, as reported in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on February 8, 2024, as well as the shares of Class B common stock beneficially owned by such reporting person.

 

4 of 20

CUSIP No. 934550203

 

 1   

 NAMES OF REPORTING PERSONS

 

 AIPH Holdings LLC

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 State of Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 0

   6  

 SHARED VOTING POWER

 

 374,352,210

   7  

 SOLE DISPOSITIVE POWER

 

 0

   8  

 SHARED DISPOSITIVE POWER

 

 374,352,210

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 374,352,210

10  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☒ (1)

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 72.7%(2)

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 OO (Limited Liability Company)

 

(1)

Excludes shares of Class A common stock beneficially owned in respect of shares of Class B common stock directly held by Altep 2012 L.P. and LB 2020 Family Trust.

(2)

All percentages calculated in this Schedule 13G are based upon an aggregate of 140,777,952 shares of Class A common stock outstanding as of February 5, 2024, as reported in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on February 8, 2024, as well as the shares of Class B common stock beneficially owned by such reporting person.

 

5 of 20

CUSIP No. 934550203

 

 1   

 NAMES OF REPORTING PERSONS

 

 Access Industries, LLC

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 State of Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 0

   6  

 SHARED VOTING POWER

 

 374,352,210

   7  

 SOLE DISPOSITIVE POWER

 

 0

   8  

 SHARED DISPOSITIVE POWER

 

 374,352,210

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 374,352,210

10  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☒ (1)

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 72.7%(2)

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 OO (Limited Liability Company)

 

(1)

Excludes shares of Class A common stock beneficially owned in respect of shares of Class B common stock directly held by Altep 2012 L.P. and LB 2020 Family Trust.

(2)

All percentages calculated in this Schedule 13G are based upon an aggregate of 140,777,952 shares of Class A common stock outstanding as of February 5, 2024, as reported in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on February 8, 2024, as well as the shares of Class B common stock beneficially owned by such reporting person.

 

6 of 20

CUSIP No. 934550203

 

 1   

 NAMES OF REPORTING PERSONS

 

 AI Entertainment Management, LLC

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 State of Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 5,301,216

   6  

 SHARED VOTING POWER

 

 3,349,405

   7  

 SOLE DISPOSITIVE POWER

 

 5,301,216

   8  

 SHARED DISPOSITIVE POWER

 

 3,349,405

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 8,650,621

10  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☒ (1)

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 5.8%(2)

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 OO (Limited Liability Company)

 

(1)

Excludes shares of Class A common stock beneficially owned in respect of shares of Class B common stock directly held by AI Entertainment Holdings LLC, Altep 2012 L.P., Entertainment Holdings II LLC and LB 2020 Family Trust.

(2)

All percentages calculated in this Schedule 13G are based upon an aggregate of 140,777,952 shares of Class A common stock outstanding as of February 5, 2024, as reported in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on February 8, 2024, as well as the shares of Class B common stock beneficially owned by such reporting person.

 

7 of 20

CUSIP No. 934550203

 

 1   

 NAMES OF REPORTING PERSONS

 

 WMG Management Holdings, LLC

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 State of Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 3,349,405

   6  

 SHARED VOTING POWER

 

 0

   7  

 SOLE DISPOSITIVE POWER

 

 3,349,405

   8  

 SHARED DISPOSITIVE POWER

 

 0

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 3,349,405

10  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☒ (1)

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 2.3% (2)

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 OO (Limited Liability Company)

 

(1)

Excludes shares of Class A common stock beneficially owned in respect of shares of Class B common stock directly held by AI Entertainment Holdings LLC, AI Entertainment Management, LLC, Altep 2012 L.P., Entertainment Holdings II LLC and LB 2020 Family Trust.

(2)

All percentages calculated in this Schedule 13G are based upon an aggregate of 140,777,952 shares of Class A common stock outstanding as of February 5, 2024, as reported in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on February 8, 2024, as well as the shares of Class B common stock beneficially owned by such reporting person.

 

8 of 20

CUSIP No. 934550203

 

 1   

 NAMES OF REPORTING PERSONS

 

 Entertainment Holdings II LLC

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 State of Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 125,000,000

   6  

 SHARED VOTING POWER

 

 0

   7  

 SOLE DISPOSITIVE POWER

 

 125,000,000

   8  

 SHARED DISPOSITIVE POWER

 

 0

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 125,000,000

10  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☒ (1)

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 47.0% (2)

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 OO (Limited Liability Company)

 

(1)

Excludes shares of Class A common stock beneficially owned in respect of shares of Class B common stock directly held by AI Entertainment Holdings LLC, AI Entertainment Management, LLC, Altep 2012 L.P., LB 2020 Family Trust and WMG Management Holdings LLC.

(2)

All percentages calculated in this Schedule 13G are based upon an aggregate of 140,777,952 shares of Class A common stock outstanding as of February 5, 2024, as reported in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on February 8, 2024, as well as the shares of Class B common stock beneficially owned by such reporting person.

 

9 of 20

CUSIP No. 934550203

 

 1   

 NAMES OF REPORTING PERSONS

 

 Altep 2012 L.P.

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 State of Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 487,929

   6  

 SHARED VOTING POWER

 

 0

   7  

 SOLE DISPOSITIVE POWER

 

 487,929

   8  

 SHARED DISPOSITIVE POWER

 

 0

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 487,929

10  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☒ (1)

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 0.3% (2)

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 PN

 

(1)

Excludes shares of Class A common stock beneficially owned in respect of shares of Class B common stock directly held by AI Entertainment Holdings LLC, AI Entertainment Management, LLC, Entertainment Holdings II LLC, LB 2020 Family Trust and WMG Management Holdings LLC.

(2)

All percentages calculated in this Schedule 13G are based upon an aggregate of 140,777,952 shares of Class A common stock outstanding as of February 5, 2024, as reported in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on February 8, 2024, as well as the shares of Class B common stock beneficially owned by such reporting person.

 

10 of 20

CUSIP No. 934550203

 

 1   

 NAMES OF REPORTING PERSONS

 

 LB 2020 Family Trust

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 State of Delaware

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 1,400,000

   6  

 SHARED VOTING POWER

 

 0

   7  

 SOLE DISPOSITIVE POWER

 

 1,400,000

   8  

 SHARED DISPOSITIVE POWER

 

 0

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 1,400,000

10  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☒ (1)

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 1.0% (2)

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 OO (Trust)

 

(1)

Excludes shares of Class A common stock beneficially owned in respect of shares of Class B common stock directly held by AI Entertainment Holdings LLC, AI Entertainment Management, LLC, Altep 2012 L.P., Entertainment Holdings II LLC and WMG Management Holdings LLC.

(2)

All percentages calculated in this Schedule 13G are based upon an aggregate of 140,777,952 shares of Class A common stock outstanding as of February 5, 2024, as reported in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on February 8, 2024, as well as the shares of Class B common stock beneficially owned by such reporting person.

 

11 of 20

CUSIP No. 934550203

 

 1   

 NAMES OF REPORTING PERSONS

 

 Len Blavatnik

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☐

 

 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

 

 376,240,139

   7  

 SOLE DISPOSITIVE POWER

 

 0

   8  

 SHARED DISPOSITIVE POWER

 

 376,240,139

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 376,240,139

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)

 

 72.7%(1)

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 IN

 

(1)

All percentages calculated in this Schedule 13G are based upon an aggregate of 140,777,952 shares of Class A common stock outstanding as of February 5, 2024, as reported in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on February 8, 2024, as well as the shares of Class B common stock beneficially owned by such reporting person.

 

12 of 20

CUSIP No. 934550203

 

Item 1.

 

  (a)

Name of Issuer:

Warner Music Group Corp. (the “Issuer”)

 

  (b)

Address of Issuer’s Principal Executive Offices:

1633 Broadway

New York, NY 10019

Item 2.

 

  (a)

Name of Person Filing:

This filing is being made on behalf of (collectively, the “Access Filers”):

Access Industries Holdings LLC

Access Industries Management, LLC

AI Entertainment Holdings LLC

AIPH Holdings LLC

Access Industries, LLC

AI Entertainment Management, LLC

WMG Management Holdings, LLC

Entertainment Holdings II LLC

Altep 2012 L.P.

LB 2020 Family Trust

Len Blavatnik

 

  (b)

Address of Principal Business Office or, if none, Residence

The principal business office of each reporting person is c/o Access Industries, Inc., 40 West 57th Street, 28th Floor, New York, NY 10019.

 

  (c)

Citizenship:

Each of Access Industries Holdings LLC, Access Industries Management, LLC, AI Entertainment Holdings LLC, AIPH Holdings LLC, Access Industries, LLC, AI Entertainment Management, LLC, WMG Management Holdings, LLC and Entertainment Holdings II LLC is a limited liability company organized under the laws of the State of Delaware.

Altep 2012 L.P. is a limited partnership organized under the laws of the State of Delaware.

LB 2020 Family Trust is a trust organized under the laws of the State of Delaware.

Mr. Blavatnik is a citizen of the United States of America.

 

  (d)

Title of Class of Securities:

Class A common stock, par value $0.001 per share (the “Class A common stock”)

 

13 of 20

  (e)

CUSIP Number:

934550203

 

Item 3.

If this statement is filed pursuant to §§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 Act (15 U.S.C. 78o);
(b)    ☐    Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)    ☐    Insurance company as defined in section 3(a)(19) of the 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);
(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 §240.13d-1(b) (1)(ii)(G);
(h)    ☐    A savings associations 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)    ☐    A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k)    ☐    Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

Not Applicable.

 

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:

See the responses to Item 9 on the attached cover pages.

 

(b)

Percent of class:

See Item 11 of the attached cover pages. The percentages reported in Item 11 of the attached cover pages are based upon an aggregate of 140,777,952 shares of Class A common stock outstanding as of February 5, 2024, as reported in the Issuer’s quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission on February 8, 2024, as well as the shares of Class B common stock beneficially owned by such Access Filer.

 

14 of 20

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

See the responses to Item 5 on the attached cover pages.

(ii) Shared power to vote or to direct the vote:

See the responses to Item 6 on the attached cover pages.

(iii) Sole power to dispose or to direct the disposition:

See the responses to Item 7 on the attached cover pages.

(iv) Shared power to dispose or to direct the disposition:

See the responses to Item 8 on the attached cover pages.

240,701,589 shares of Class B common stock, par value $0.001 per share, of the Issuer (the “Class B common stock”) are held directly by AI Entertainment Holdings LLC (“AIEH”) and may be deemed to be beneficially owned by AIPH Holdings LLC (“AIPH”), Access Industries Holdings LLC (“AIH”), Access Industries, LLC (“AI”), Access Industries Management, LLC (“AIM”) and Mr. Len Blavatnik, because AIPH is the parent of AIEH, AIH controls a majority of the outstanding voting interests in AIPH, AI controls a majority of the outstanding voting interests in AIH, AIM controls AI and AIH and Mr. Blavatnik is the controlling person of AIM and controls a majority of the outstanding voting interests in AI. Each of the Access Filers (other than AIEH), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.

125,000,000 shares of Class B common stock are held directly by Entertainment Holdings II LLC (“EH”) and may be deemed to be beneficially owned by AIEH, AIPH, AIH, AI, AIM and Mr. Blavatnik, because AIEH is the parent of EH, AIPH is the parent of AIEH, AIH controls a majority of the outstanding voting interests in AIPH, AI controls a majority of the outstanding voting interests in AIH, AIM controls AI and AIH and Mr. Blavatnik is the controlling person of AIM and controls a majority of the outstanding voting interests in AI. Each of the Access Filers (other than EH), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.

487,929 shares of Class B common stock are held directly by Altep 2012 L.P. (“Altep 2012”) and may be deemed to be beneficially owned by AI Altep Holdings, Inc. and Mr. Blavatnik because AI Altep Holdings, Inc. is the general partner of Altep 2012 and Mr. Blavatnik controls AI Altep Holdings, Inc. Each of the Access Filers (other than Altep 2012), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.

5,301,216 shares of Class B common stock are held directly by AI Entertainment Management, LLC (“AIEM”) and may be deemed to be beneficially owned by AIEH, AIPH, AIH, AI, AIM and Mr. Blavatnik, because AIEH controls a majority of the outstanding voting interests in AIEM, AIPH is the parent of AIEH, AIH controls a majority of the outstanding voting interests in AIPH, AI controls a majority of the outstanding voting interests in AIH, AIM controls AI and AIH and Mr. Blavatnik is the controlling person of AIM and controls a majority of the outstanding voting interests in AI. Each of the Access Filers (other than AIEM), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.

 

15 of 20

3,349,405 shares of Class B common stock are held directly by WMG Management Holdings, LLC (“Management Holdings”) and may be deemed to be beneficially owned by AIEM, AIEH, AIPH, AIH, AI, AIM and Mr. Blavatnik, because AIEM controls a majority of the outstanding voting interests in Management Holdings, AIEH controls a majority of the outstanding voting interests in AIEM, AIPH is the parent of AIEH, AIH controls a majority of the outstanding voting interests in AIPH, AI controls a majority of the outstanding voting interests in AIH, AIM controls AI and AIH and Mr. Blavatnik is the controlling person of AIM and controls a majority of the outstanding voting interests in AI. Each of the Access Filers (other than Management Holdings), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities. The securities held by Management Holdings are held on behalf of holders of Class A units and Class B units of Management Holdings. Pursuant to the terms of, and subject to the limitations and restrictions set forth in, the Second Amended and Restated Limited Liability Company Agreement of Management Holdings, as amended, (i) the Class A units are redeemable for shares of Class A common stock on a one-for-one basis and (ii) the Class B units are redeemable for a number of shares of Class B common stock equal to the number of redeemed Class B units, less a number of shares of Class B common stock having a value equal to the aggregate of the benchmark amounts of the redeemed Class B units, which are retained by Management Holdings. Any shares of Class B common stock issued to the holders of Class A units or Class B units will convert immediately and automatically to shares of Class A common stock on a one-for-one basis, and the corresponding Class A units and Class B units will be cancelled.

1,400,000 shares of Class B common stock are held directly by LB 2020 Family Trust (the “Trust”) and may be deemed to be beneficially owned by Mr. Blavatnik, because Mr. Blavatnik is a co-trustee of the Trust. Each of the Access Filers (other than the Trust), and each of their affiliated entities and the officers, partners, members and managers thereof, disclaims beneficial ownership of these securities.

Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock and has no expiration date.

 

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 ☐:

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

 

Item 9.

Notice of Dissolution of Group.

Not Applicable.

 

16 of 20

Item 10.

Certification.

Not applicable.

 

17 of 20

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.

Date: February 14, 2024

 

ACCESS INDUSTRIES HOLDINGS LLC       By: Access Industries Management, LLC, its Manager
     

/s/ Alejandro Moreno

      Name: Alejandro Moreno
      Title: Executive Vice President
ACCESS INDUSTRIES MANAGEMENT LLC      

/s/ Alejandro Moreno

      Name: Alejandro Moreno
      Title: Executive Vice President
AI ENTERTAINMENT HOLDINGS LLC       By: Access Industries Management, LLC, its Manager
     

/s/ Alejandro Moreno

      Name: Alejandro Moreno
      Title: Executive Vice President
AIPH HOLDINGS LLC       By: Access Industries Management, LLC, its Manager
     

/s/ Alejandro Moreno

      Name: Alejandro Moreno
      Title: Executive Vice President
ACCESS INDUSTRIES, LLC       By: Access Industries Management, LLC, its Manager
     

/s/ Alejandro Moreno

      Name: Alejandro Moreno
      Title: Executive Vice President
AI ENTERTAINMENT MANAGEMENT, LLC       By: Access Industries Management, LLC, its Manager
     

/s/ Alejandro Moreno

      Name: Alejandro Moreno
      Title: Executive Vice President

 

18 of 20

WMG MANAGEMENT HOLDINGS, LLC       By: Access Industries Management, LLC, its Manager
     

/s/ Alejandro Moreno

      Name: Alejandro Moreno
      Title: Executive Vice President
ENTERTAINMENT HOLDINGS II LLC      

/s/ Langhorne S. Perrow

      Name: Langhorne S. Perrow
      Title: Manager
ALTEP 2012 L.P.       By: AI Altep Holdings, Inc., its General Partner
     

/s/ Alejandro Moreno

      Name: Alejandro Moreno
      Title: Executive Vice President
LB 2020 FAMILY TRUST       By: GPTC LLC, its Co-Trustee
     

/s/ Lincoln Benet

      Name: Lincoln Benet
      Title: Manager
     

/s/ Alex Blavatnik

      Name: Alex Blavatnik
      Title: Manager
      By: Len Blavatnik, its Co-Trustee
     

*

      Name: Len Blavatnik
      Title: Settlor and Co-Trustee

 

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*

Name: Len Blavatnik

 

*

The undersigned, by signing his name hereto, executes this Schedule 13G pursuant to the Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith.

 

By:   /s/ Alejandro Moreno
 

Name: Alejandro Moreno

Attorney-in-Fact

 

 

20 of 20

Exhibit 99.3

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13G to which this Exhibit is attached is filed on behalf of each of them. Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached. Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of February 14, 2024.

 

ACCESS INDUSTRIES HOLDINGS LLC       By: Access Industries Management, LLC, its Manager
     

/s/ Alejandro Moreno

      Name: Alejandro Moreno
      Title: Executive Vice President
ACCESS INDUSTRIES MANAGEMENT LLC      

/s/ Alejandro Moreno

      Name: Alejandro Moreno
      Title: Executive Vice President
AI ENTERTAINMENT HOLDINGS LLC       By: Access Industries Management, LLC, its Manager
     

/s/ Alejandro Moreno

      Name: Alejandro Moreno
      Title: Executive Vice President
AIPH HOLDINGS LLC       By: Access Industries Management, LLC, its Manager
     

/s/ Alejandro Moreno

      Name: Alejandro Moreno
      Title: Executive Vice President
ACCESS INDUSTRIES, LLC       By: Access Industries Management, LLC, its Manager
     

/s/ Alejandro Moreno

      Name: Alejandro Moreno
      Title: Executive Vice President

AI ENTERTAINMENT MANAGEMENT, LLC

       By: Access Industries Management, LLC, its Manager
     

/s/ Alejandro Moreno

      Name: Alejandro Moreno
      Title: Executive Vice President
WMG MANAGEMENT HOLDINGS, LLC       By: Access Industries Management, LLC, its Manager
     

/s/ Alejandro Moreno

      Name: Alejandro Moreno
      Title: Executive Vice President
ENTERTAINMENT HOLDINGS II LLC      

/s/ Langhorne S. Perrow

      Name: Langhorne S. Perrow
      Title: Manager
ALTEP 2012 L.P.       By: AI Altep Holdings, Inc., its General Partner
     

/s/ Alejandro Moreno

      Name: Alejandro Moreno
      Title: Executive Vice President
LB 2020 FAMILY TRUST       By: GPTC LLC, its Co-Trustee
     

/s/ Lincoln Benet

      Name: Lincoln Benet
      Title: Manager
     

/s/ Alex Blavatnik

      Name: Alex Blavatnik
      Title: Manager
      By: Len Blavatnik, its Co-Trustee
     

*

      Name: Len Blavatnik
      Title: Settlor and Co-Trustee

*

Name: Len Blavatnik

 

*

The undersigned, by signing his name hereto, executes this Schedule 13G pursuant to the Power of Attorney executed on behalf of Mr. Blavatnik and filed herewith.

 

By:   /s/ Alejandro Moreno
  Name: Alejandro Moreno
  Attorney-in-Fact
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