View:
Download DOC
Download PDF
Download XLS

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. )*

 

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, 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 (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

Nancie Cooper

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
   
  U.S.A.  
  5 SOLE VOTING POWER
     
NUMBER OF   241,712(1)
SHARES 6 SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
EACH 7 SOLE DISPOSITIVE POWER
REPORTING    
PERSON      5,926,399(1)
WITH 8 SHARED DISPOSITIVE POWER
     
    0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  5,926,399(1)
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)
   
  5.3% (2)
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
         

 __________________

(1)Ms. Cooper beneficially owns a total of 5,926,399 shares of Class A common stock; 241,712 shares are owned directly by Ms. Cooper and 5,684,687 shares are held indirectly through the Cooper 2020 Family Trust, of which Ms. Cooper and Ms. Lavin are the trustees. Ms. Cooper retains sole dispositive power as to 5,926,399 shares. Ms. Cooper and Ms. Lavin, as trustees, share voting power over 5,684,687 shares.
(2)All percentages calculated in this Schedule 13G are based upon an aggregate of 111,167,356 shares of Class A common stock outstanding as of January 7, 2021, as reported in the Issuer’s proxy statement of Schedule DEF14A, as filed with the Securities and Exchange Commission on January 19, 2021.

 

 

 

 

 

 

 2 
 

  

 

CUSIP No. 934550203

 

1

NAMES OF REPORTING PERSONS

Cooper 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
   
  New York
  5 SOLE VOTING POWER
     
NUMBER OF   0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   5,684,687(1)
EACH 7 SOLE DISPOSITIVE POWER
REPORTING    
PERSON      0
WITH 8 SHARED DISPOSITIVE POWER
     
    0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  5,684,687(1)
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)
   
  5.1% (2)
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO
         

 ____________________

(1) 5,684,687 shares of Class A common stock are held indirectly through Cooper 2020 Family Trust, of which Ms. Cooper and Ms. Lavin are the trustees. Ms. Cooper retains sole dispositive power. Ms. Cooper and Ms. Lavin, as trustees, share voting power over these shares.
(2)All percentages calculated in this Schedule 13G are based upon an aggregate of 111,167,356 shares of Class A common stock outstanding as of January 7, 2021, as reported in the Issuer’s proxy statement of Schedule DEF14A, as filed with the Securities and Exchange Commission on January 19, 2021.

 

 

 

 

 3 
 

 

CUSIP No. 934550203

 

1

NAMES OF REPORTING PERSONS

Nancie Cooper and Monica Lavin as trustees of the Cooper 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
   
  U.S.A.  
  5 SOLE VOTING POWER
     
NUMBER OF   0
SHARES 6 SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   5,684,687(1)
EACH 7 SOLE DISPOSITIVE POWER
REPORTING    
PERSON      0
WITH 8 SHARED DISPOSITIVE POWER
     
    0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  5,684,687(1)
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)
   
  5.1% (2)
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
         

 __________________

  (1) 5,684,687 shares of Class A common stock are held indirectly through the Cooper 2020 Family Trust, of which Ms. Lavin and Ms. Cooper are the trustees. Ms. Cooper retains sole dispositive power. Ms. Lavin and Ms. Cooper, as trustees, share voting power over these shares.

  (2) All percentages calculated in this Schedule 13G are based upon an aggregate of 111,167,356 shares of Class A common stock outstanding as of January 7, 2021, as reported in the Issuer’s proxy statement of Schedule DEF14A, as filed with the Securities and Exchange Commission on January 19, 2021.

 

 

 

 

 4 
 

 

 

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:

 

Nancie Cooper

 

Monica Lavin

 

Cooper 2020 Family Trust

 

(b)       Address of Principal Business Office or, if none, Residence

 

Nancie Cooper’s address is 21 East 12th Street, New York, NY 10003.

 

Monica Lavin’s address is the Ritz Carleton White Plains, 5 Renaissance Square, 14D, White Plains, NY 10601.

 

The principal business address of the Cooper 2020 Family Trust is 138 Cobble Road, Kent CT 06757.

 

(c)       Citizenship:

 

Nancie Cooper: citizen of the United States.

 

Monica Lavin: citizen of the United States

 

Cooper 2020 Family Trust: a New York trust.

 

(d)       Title of Class of Securities:

 

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

 

(e)       CUSIP Number:

 

934550203

 

 

 

 

 5 
 

 

CUSIP No. 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.

 

                        Shared        
                Sole power   power to   Sole power to   Shared power
    Amount           to vote or   vote or to   dispose or to   to dispose or to
    beneficially   Percent   direct   direct   direct the   direct the
Reporting Person   owned:   of class:   the vote:   the vote:   disposition of:   disposition of:
Nancie Cooper   5,926,399 shares of Class A common stock (1)     5.3%(2)     241,712     5,684,687 shares of Class A common stock(1)     5,926,399 shares of Class A common stock(1)     0
                                     
Cooper 2020 Family Trust   5,684,687 shares of Class A common stock(1)     5.1%(2)     0     5,684,687 shares of Class A common stock(1)     0     0
                                     
Nancie Cooper and Monica Lavin, as trustees of the Cooper 2020 Family Trust   5,684,687 shares of Class A common stock (1)     5.1%(2)     0     5,684,687 shares of Class A common stock(1)     0      0
                                     

___________________

  (1) Ms. Cooper beneficially owns a total of 5,926,399 shares of Class A common stock; 241,712 shares are owned directly by Ms. Cooper and 5,684,687 shares are held indirectly through the Cooper 2020 Family Trust, of which Ms. Cooper and Ms. Lavin are the trustees. Ms. Cooper retains sole dispositive power as to 5,926,399 shares. Ms. Cooper and Ms. Lavin, as trustees, share voting power over 5,684,687 shares.

  (2) The percentages of ownership set forth above are based upon an aggregate of 111,167,356 shares of Class A common stock outstanding as of January 7, 2021, as reported in the Issuer’s proxy statement of Schedule DEF14A, as filed with the Securities and Exchange Commission on January 19, 2021.

 

 

 

 

 

 6 
 

 

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.

 

Item 10.Certification.

 

By signing below each party certifies that, to the best of their 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.

 

 

 

LIST OF EXHIBITS

 

Exhibit No. Description
A Joint Filing Agreement

 

 

 

 

 

 7 
 

 

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 22, 2021

 

  /s/ Nancie Cooper                         
  Name: Nancie Cooper
   
   
  Cooper 2020 Family Trust
  By: /s/ Nancie Cooper                
  Name: Nancie Cooper
  Title: Trustee
   
   
  By: /s/ Monica Lavin                      
  Name: Monica Lavin
  Title: Trustee

 

 

 

 

 

 

 

 8 
 

 

Exhibit A

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

 

Date: February 22, 2021

 

 

  /s/ Nancie Cooper                         
  Name: Nancie Cooper
   
   
  Cooper 2020 Family Trust
  By: /s/ Nancie Cooper                
  Name: Nancie Cooper
  Title: Trustee
   
   
  By: /s/ Monica Lavin                      
  Name: Monica Lavin
  Title: Trustee