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*
Dalimonte Christa A

(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
X Officer (give title below) Other (specify below)
EVP, General Counsel & Secy
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024
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)
Code V Amount (A) or (D) Price
Class B common stock 03/01/2024 M 25,369(1) A $0(1) 114,432(2) D
Class B common stock 03/01/2024 M 13,600(3) A $0(3) 128,032 D
Class B common stock 03/01/2024 F 15,705(4) D $10.95 112,327 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Share Units(5) (3) 03/01/2024 M 13,600 03/01/2023(3) (3) Class B common stock 13,600 $0.0000(5) 27,201 D
Restricted Share Units(5) (1) 03/01/2024 M 25,369 03/01/2024(1) (1) Class B common stock 25,369 $0.0000(5) 50,737 D
Restricted Share Units(5) (6) 03/01/2024 A 141,876 03/01/2025(6) (6) Class B common stock 141,876 $0.0000(5) 141,876 D
Explanation of Responses:
1. The shares identified in Table I were issued on March 1, 2024, upon vesting of the first of three equal annual installments of the Restricted Share Units ("RSUs") identified in Table II, which were initially granted on March 1, 2023. On March 1, 2024, the closing price of the Class B common stock on The NASDAQ Global Select Market was $10.95 per share.
2. Includes shares acquired periodically pursuant to a dividend reinvestment program meeting the requirements of Rule 16a-11.
3. The shares identified in Table I were issued on March 1, 2024, upon vesting of the second of four equal annual installments of the RSUs identified in Table II, which were initially granted on March 1, 2022. On March 1, 2024, the closing price of the Class B common stock on The NASDAQ Global Select Market was $10.95 per share.
4. 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.
5. Granted under the Issuer's long-term incentive plan for no consideration.
6. These RSUs 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 each vest date.
/s/ Christa A. D'Alimonte 03/05/2024
** 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).
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.

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