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

(Last) (First) (Middle)
1515 BROADWAY

(Street)
NEW YORK NY 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
checkbox checked Officer (give title below) Other (specify below)
EVP, Controller & CAO
3. Date of Earliest Transaction (Month/Day/Year)
11/30/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checked 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)
Code V Amount (A) or (D) Price
Class B common stock 11/30/2024 M 2,391(1) A $0(1) 41,625(2) D
Class B common stock 11/30/2024 F 862(3) D $10.85 40,763 D
Class B common stock 413 I By 401(k)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Share Units(4) (1) 11/30/2024 M 2,391 11/30/2021(1) (1) Class B common stock 2,391 $0.0000(4) 0.0000 D
Explanation of Responses:
1. The shares identified in Table I were issued on November 30, 2024, upon vesting of the last of four equal annual installments of the Restricted Share Units ("RSUs") identified in Table II, which were initially granted on November 30, 2020. On November 29, 2024, the last business day preceding the date of vesting, the closing price of the Class B common stock on The NASDAQ Global Select Market was $10.85 per share.
2. Includes shares acquired periodically pursuant to a dividend reinvestment program meeting the requirements of Rule 16a-11.
3. 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.
4. Granted under the Issuer's long-term incentive plan for no consideration.
Remarks:
gillcharest-poa112024.txt
/s/ Caryn K. Groce, Attorney-in-Fact for Katherine Gill-Charest 12/03/2024
** 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).
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								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 20th day of November, 2024.



                            Signature: /s/ Katherine Gill-Charest

                            Print Name: Katherine Gill-Charest