SEC Filing | Paramount

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SEC FORM 3 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^*

McCarthy Christopher D.

(Last)

(First)

(Middle)

C/O PARAMOUNT GLOBAL, 1515 BROADWAY

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2024

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Office of the CEO

5. 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 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)
Class B common stock	78,697	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (right to buy)⁽¹⁾	⁽²⁾	11/30/2026	Class B common stock	12,234	51.76	D
Employee Stock Option (right to buy)⁽¹⁾	⁽²⁾	01/31/2026	Class B common stock	2,269	56.06	D
Employee Stock Option (right to buy)⁽¹⁾	⁽²⁾	05/18/2025	Class B common stock	2,185	57.01	D
Restricted Share Units⁽¹⁾	⁽³⁾	⁽³⁾	Class B common stock	10,983	⁽³⁾	D
Restricted Share Units⁽¹⁾	03/01/2023⁽⁴⁾	⁽⁴⁾	Class B common stock	30,223	⁽⁴⁾	D
Restricted Share Units⁽¹⁾	03/01/2024⁽⁵⁾	⁽⁵⁾	Class B common stock	93,958	⁽⁵⁾	D
Restricted Share Units⁽¹⁾	03/01/2025⁽⁶⁾	⁽⁶⁾	Class B common stock	262,732	⁽⁶⁾	D

Explanation of Responses:

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

2. Current.

3. These Restricted Share Units ("RSUs"), originally granted on November 30, 2020, will vest on November 30, 2024 and a corresponding number of shares of Class B common stock, net of any shares withheld by the Issuer to satisfy tax liability incident to the vesting of the RSUs, will be delivered on the vest date.

4. These RSUs, originally granted on March 1, 2022, will vest in two equal annual installments beginning on March 1, 2025 and a corresponding number of shares of Class B common stock, net of any shares withheld by the Issuer to satisfy tax liability incident to the vesting of the RSUs, will be delivered on the vest date.

5. These RSUs, originally granted on March 1, 2023, will vest in two equal annual installments beginning on March 1, 2025 and a corresponding number of shares of Class B common stock, net of any shares withheld by the Issuer to satisfy tax liability incident to the vesting of the RSUs, will be delivered on the vest date.

6. These RSUs, originally granted on March 1, 2024, will vest in three equal annual installments beginning on March 1, 2025 and a corresponding number of shares of Class B common stock, net of any shares withheld by the Issuer to satisfy tax liability incident to the vesting of the RSUs, will be delivered on the vest date.

	/s/ Christa A. D'Alimonte, Attorney-in-Fact for Christopher D. McCarthy	05/10/2024
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


								EXHIBIT 24

                              POWER OF ATTORNEY


        KNOW ALL PERSONS BY THESE PRESENTS that the undersigned hereby
constitutes and appoints Christa A. D'Alimonte to be his or her true and lawful
attorney-in-fact and agent to execute and file for and on behalf of the
undersigned (i) any reports on Forms 3, 4, 5 and, if applicable, 144 (including
any amendments thereto and any successors to such Forms) with respect to
ownership of securities of Paramount Global (the "Company") that the undersigned
  may be required to file with the Securities and Exchange Commission in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder and/or Rule 144 under the Securities Act of 1933, and (ii) as
necessary, any other documents necessary or appropriate to obtain codes and
passwords enabling the undersigned to file such reports electronically.

        The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
  is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934 and/or Rule 144 under the
  Securities Act of 1933.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, 5 and, if applicable, 144
with respect to the undersigned's holdings and transactions in securities issued
  by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact. This Power of Attorney also serves
to revoke and replace as of the date hereof, any prior Power of Attorney
executed by the undersigned with respect to the ownership of securities of the
Company.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
  be executed as of this 1st day of May, 2024.



                            Signature: /s/ Christopher D. McCarthy

                            Name: Christopher D. McCarthy