SEC FORM
4
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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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). |
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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*
| C/O PARAMOUNT GLOBAL, 1515 BROADWAY |
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(Street)
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2. Issuer Name and Ticker or Trading Symbol
Paramount Global
[ PARAA,PARA ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
| Office of the CEO |
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3. Date of Earliest Transaction
(Month/Day/Year)
10/08/2024
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
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| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
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Restricted Share Units
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10/08/2024 |
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A |
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285,714 |
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10/08/2025
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Class B common stock |
285,714 |
$0.0000
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285,714 |
D |
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| Explanation of Responses: |
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| Remarks: |
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/s/ Caryn K. Groce, Attorney-in-Fact for Christopher D. McCarthy |
10/10/2024 |
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** 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). |
| 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 Caryn K. Groce 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
first to occur of the following: (i) 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, (ii) this Power
of Attorney is revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact, or (iii) the foregoing attorney-in-fact is no
longer serving as an employee of the Company. 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 10th day of October, 2024.
Signature: /s/ Christopher D. McCarthy
Print Name: Christopher D. McCarthy
