SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* BAIN CAPITAL INVESTORS LLC (Last) (First) (Middle) 111 HUNTINGTON AVENUE . (Street) BOSTON MA 02199 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/11/2005	3. Issuer Name and Ticker or Trading Symbol Warner Music Group Corp. [ WMG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001	24,090,062.6049	I	See footnotes(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* BAIN CAPITAL INVESTORS LLC (Last) (First) (Middle) 111 HUNTINGTON AVENUE . (Street) BOSTON MA 02199 (City) (State) (Zip)

1. Name and Address of Reporting Person* BAIN CAPITAL PARTNERS VII LP (Last) (First) (Middle) C/O BAIN CAPITAL INVESTORS, LLC 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip)

1. Name and Address of Reporting Person* BAIN CAPITAL VII COINVESTMENT FUND LP (Last) (First) (Middle) C/O BAIN CAPITAL INVESTORS, LLC 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip)

1. Name and Address of Reporting Person* BAIN CAPITAL VII COINVESTMENT FUND LLC (Last) (First) (Middle) C/O BAIN CAPITAL INVESTORS, LLC 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip)

1. Name and Address of Reporting Person* Bain Capital Integral Investors, LLC (Last) (First) (Middle) C/O BAIN CAPITAL INVESTORS, LLC 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip)

1. Name and Address of Reporting Person* BCIP TCV, LLC (Last) (First) (Middle) C/O BAIN CAPITAL INVESTORS, LLC 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip)

Explanation of Responses:

1. Bain Capital Investors, LLC ("BCI") is the sole general partner of Bain Capital Partners VII, L.P. ("BCP"), which is the sole general partner of Bain Capital VII Coinvestment Fund, L.P. ("Coinvestment Fund VII, L.P."), which is the managing and sole member of Bain Capital VII Coinvestment Fund, LLC ("Coinvestment Fund VII, LLC"). As a result, each of BCI, BCP, Coinvestment Fund VII, L.P. and Coinvestment Fund VII, LLC may be deemed to share voting and dispositive power with respect to the 6,949,552.88036641 shares of Common Stock held by Coinvestment Fund VII, LLC. Each of BCI, BCP, and Coinvestment Fund VII, L.P. disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

2. BCI is also the administrative member of Bain Capital Integral Investors, LLC ("Integral Investors"). As a result, BCI and Integral Investors may be deemed to share voting and dispositive power with respect to the 17,039,127.0098676 shares of Common Stock held by Integral Investors. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

3. BCI is also the administrative member of BCIP TCV, LLC ("BCIP TCV"). As a result, BCI and BCIP TCV may be deemed to share voting and dispositive power with respect to the 101,382.714673327 shares of Common Stock held by BCIP TCV. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

	Bain Capital Investors, LLC	05/11/2005
	By: /s/ Michael Goss -- Managing Director	05/11/2005
	** Signature of Reporting Person	Date
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