|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 30)*
|
Paramount Global (Name of Issuer) |
Class A Common Stock, par value $0.001 per share (Title of Class of Securities) |
92556H107 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 92556H107 |
| 1 | Names of Reporting Persons
SPV-NAIEH LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,985,164.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
12.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
|
| CUSIP No. | 92556H107 |
| 1 | Names of Reporting Persons
NAI Entertainment Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,654,787.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
23.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
|
| CUSIP No. | 92556H107 |
| 1 | Names of Reporting Persons
National Amusements, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
MARYLAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
31,500,087.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
77.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Includes shares owned by NAI Entertainment Holdings LLC and SPV-NAIEH LLC.
SCHEDULE 13G
|
| CUSIP No. | 92556H107 |
| 1 | Names of Reporting Persons
Sumner M. Redstone National Amusements Part B General Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
31,500,087.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
77.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Includes shares owned by SPV-NAIEH LLC, NAI Entertainment Holdings LLC and shares owned by National Amusements, Inc.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Paramount Global | |
| (b) | Address of issuer's principal executive offices:
1515 BROADWAY, NEW YORK, NY, 10036 | |
| Item 2. | ||
| (a) | Name of person filing:
This Statement is being jointly filed by SPV-NAIEH LLC ("SPV"), National Amusements, Inc. ("NAI"), NAI Entertainment Holdings LLC ("NAI EH"), and Sumner M. Redstone National Amusements Part B General Trust ("General Trust"). SPV is a wholly-owned direct subsidiary of NAI EH, which is a wholly-owned direct subsidiary of NAI. NAI is controlled by the General Trust, which owns 80% of the voting interest of NAI. NA Administration, LLC is the corporate Trustee of the General Trust and acts by majority vote of seven voting directors (subject to certain exceptions), including with respect to the NAI shares held by the General Trust. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of SPV, NAI, and NAI EH, is 846 University Avenue, Norwood, MA 02062. The principal business address of the General Trust is 275 Veronica Lane, Suite 300, Jackson, WY 83002. | |
| (c) | Citizenship:
The state of incorporation of NAI is Maryland; the state of organization of SPV and NAI EH is Delaware; and the state of organization of the General Trust is Florida. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.:
92556H107 | |
| 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);
| |
| (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);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (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:
See responses to Item 9 of each cover page. | |
| (b) | Percent of class:
See responses to Item 11 of each cover page.
This calculation is based on a total of 40,702,683 shares of Class A Common Stock outstanding as of November 6, 2024 based on information provided by the Issuer. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See responses to Item 5 of each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to Item 6 of each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 of each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 of each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
Exhibit Information
|
Exhibit 1 Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. |
Exhibit 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13G, dated February 14, 2025 (the “Schedule 13G”), with respect to the Class A Common Stock, par value $0.001 per share, of Paramount Global is, and any amendments executed by us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 14th day of February, 2025.
| NA ADMINISTRATION, LLC, CORPORATE TRUSTEE, SUMNER M. REDSTONE NATIONAL AMUSEMENTS PART B GENERAL TRUST | ||||
| /s/ Tyler Korff | ||||
| Name: | Tyler Korff | |||
| Title: | Director | |||
| NAI ENTERTAINMENT HOLDINGS LLC | ||||
| /s/ Tad Jankowski | ||||
| Name: | Tad Jankowski | |||
| Title: | Vice President | |||
| NATIONAL AMUSEMENTS, INC. | ||||
| /s/ Tad Jankowski | ||||
| Name: | Tad Jankowski | |||
| Title: | Vice President | |||
| SPV-NAIEH LLC | ||||
| /s/ Tad Jankowski | ||||
| Name: | Tad Jankowski | |||
| Title: | Vice President | |||