| Item 1. | |
| (a) | Name of issuer:
Warner Music Group Corp. |
| (b) | Address of issuer's principal executive offices:
1633 Broadway, New York, NY 10019 |
| Item 2. | |
| (a) | Name of person filing:
Darsana Capital Partners LP
Darsana Capital Partners GP LLC
Darsana Master Fund LP
Darsana Capital GP LLC
Anand Desai |
| (b) | Address or principal business office or, if none, residence:
Darsana Capital Partners LP
40 WEST 57TH STREET, 22ND FLOOR, NEW YORK, NY, 10019
Darsana Capital Partners GP LLC
40 WEST 57TH STREET, 22ND FLOOR, NEW YORK, NY, 10019
Darsana Master Fund LP
40 WEST 57TH STREET, 22ND FLOOR, NEW YORK, NY, 10019
Darsana Capital GP LLC
40 WEST 57TH STREET, 22ND FLOOR, NEW YORK, NY, 10019
Anand Desai
40 WEST 57TH STREET, 22ND FLOOR, NEW YORK, NY, 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 |
| (d) | Title of class of securities:
Class A Common Stock, $0.001 par value per share |
| (e) | CUSIP No.:
|
| 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);
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| (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);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (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). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Darsana Capital Partners LP - 11,850,000
Darsana Capital Partners GP LLC - 11,850,000
Darsana Master Fund LP - 11,850,000
Darsana Capital GP LLC - 11,850,000
Anand Desai - 11,850,000 |
| (b) | Percent of class:
Darsana Capital Partners LP - 8.1%
Darsana Capital Partners GP LLC - 8.1%
Darsana Master Fund LP - 8.1%
Darsana Capital GP LLC - 8.1%
Anand Desai - 8.1% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Darsana Capital Partners LP - 0
Darsana Capital Partners GP LLC - 0
Darsana Master Fund LP - 0
Darsana Capital GP LLC - 0
Anand Desai - 0
|
| | (ii) Shared power to vote or to direct the vote:
Darsana Capital Partners LP - 11,850,000
Darsana Capital Partners GP LLC - 11,850,000
Darsana Master Fund LP - 11,850,000
Darsana Capital GP LLC - 11,850,000
Anand Desai - 11,850,000
|
| | (iii) Sole power to dispose or to direct the disposition of:
Darsana Capital Partners LP - 0
Darsana Capital Partners GP LLC - 0
Darsana Master Fund LP - 0
Darsana Capital GP LLC - 0
Anand Desai - 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
Darsana Capital Partners LP - 11,850,000
Darsana Capital Partners GP LLC - 11,850,000
Darsana Master Fund LP - 11,850,000
Darsana Capital GP LLC - 11,850,000
Anand Desai - 11,850,000
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
|
| Item 6. | Ownership of more than 5 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 5 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.
All of the securities reported in this Schedule 13G are directly owned by advisory clients of Darsana Capital Partners LP. None of those advisory clients, other than Darsana Master Fund LP, may be deemed to beneficially own more than 5% of the Class A Common Stock, $0.001 par value. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(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.
Please see Exhibit B attached hereto. |
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(c)