Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Phillips Nancy R

(Last)

(First)

(Middle)

1515 BROADWAY

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Paramount Global [ PARAA,PARA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/24/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B common stock	12/24/2024		M⁽¹⁾		21,019⁽²⁾	A	$0⁽²⁾	89,331	D
Class B common stock	12/24/2024		M⁽¹⁾		11,275⁽³⁾	A	$0⁽³⁾	100,606	D
Class B common stock	12/24/2024		M⁽¹⁾		10,492⁽⁴⁾	A	$0⁽⁴⁾	111,098	D
Class B common stock	12/24/2024		M⁽¹⁾		6,044⁽⁵⁾	A	$0⁽⁵⁾	117,142	D
Class B common stock	12/24/2024		F		24,930⁽⁶⁾	D	$10.42	92,212	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Share Units⁽⁷⁾	⁽⁵⁾	12/24/2024		M⁽¹⁾			6,044	03/01/2023⁽⁵⁾	⁽⁵⁾	Class B common stock	6,044	$0.0000⁽⁷⁾	6,045	D
Restricted Share Units⁽⁷⁾	⁽³⁾	12/24/2024		M⁽¹⁾			11,275	03/01/2024⁽³⁾	⁽³⁾	Class B common stock	11,275	$0.0000⁽⁷⁾	11,275	D
Restricted Share Units⁽⁷⁾	⁽²⁾	12/24/2024		M⁽¹⁾			21,019	03/01/2025⁽²⁾	⁽²⁾	Class B common stock	21,019	$0.0000⁽⁷⁾	42,037	D
Restricted Share Units⁽⁷⁾	⁽⁴⁾	12/24/2024		M⁽¹⁾			10,492	06/12/2025⁽⁴⁾	⁽⁴⁾	Class B common stock	10,492	$0.0000⁽⁷⁾	20,983	D

Explanation of Responses:

1. Reflects accelerated vesting of Restricted Share Units ("RSUs"), which were otherwise scheduled to vest in 2025, to mitigate the potential impact to the Issuer and the Reporting Person of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, in connection with the pending transactions among the Issuer, Skydance Media, LLC and other parties.

2. The shares identified in Table I were issued on December 24, 2024, upon vesting of the first of three installments of the RSUs identified in Table II, which were initially granted on March 1, 2024. On December 24, 2024, the closing price of the Class B common stock on The NASDAQ Global Select Market was $10.42 per share.

3. The shares identified in Table I were issued on December 24, 2024, upon the vesting of the second of three installments of the RSUs identified in Table II, which were initially granted on March 1, 2023. On December 24, 2024, the closing price of the Class B common stock on The NASDAQ Global Select Market was $10.42 per share.

4. The shares identified in Table I were issued on December 24, 2024, upon vesting of the first of three installments of the RSUs identified in Table II, which were initially granted on June 12, 2024. On December 24, 2024, the closing price of the Class B common stock on The NASDAQ Global Select Market was $10.42 per share.

5. The shares identified in Table I were issued on December 24, 2024, upon vesting of the third of four installments of the RSUs identified in Table II, which were initially granted on March 1, 2022. On December 24, 2024, the closing price of the Class B common stock on The NASDAQ Global Select Market was $10.42 per share.

6. These shares were withheld by the Issuer to satisfy tax liability incident to the vesting of, and delivery of shares underlying, the RSUs, and were not actually sold or otherwise disposed of in an open-market transaction.

7. Granted under the Issuer's long-term incentive plan for no consideration.

	/s/ Caryn K. Groce, Attorney-in-Fact for Nancy Phillips	12/27/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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