New Pluto Global Inc.

08/11/2025 | Press release | Distributed by Public on 08/11/2025 15:24

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
McCarthy Christopher D.
2. Issuer Name and Ticker or Trading Symbol
Paramount Skydance Corp [PSKY]
5. 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
(Last) (First) (Middle)
1515 BROADWAY
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025
(Street)
NEW YORK, NY 10036
4. If Amendment, Date 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
(City) (State) (Zip)
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 08/07/2025 D(1)(2) 480,239 D (2) 0 D
Class B Common Stock 08/07/2025 A(1)(2) 187,649 A (2) 187,649(3) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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) 08/07/2025 D(4) 465,549 (5) (5) Class B Common Stock 465,549 (4) 0 D
Restricted Share Units (4) 08/07/2025 A(4) 465,549 (5) (5) Class B Common Stock 465,549 (4) 465,549 D
Stock Option (Right to Buy) $56.06 08/07/2025 D(6) 2,269 (7) 01/31/2026 Class B Common Stock 2,269 (6) 0 D
Stock Option (Right to Buy) $56.06 08/07/2025 A(6) 2,269 (7) 01/31/2026 Class B Common Stock 2,269 (6) 2,269 D
Stock Option (Right to Buy) $51.76 08/07/2025 D(6) 12,234 (7) 11/30/2026 Class B Common Stock 12,234 (6) 0 D
Stock Option (Right to Buy) $51.76 08/07/2025 A(6) 12,234 (7) 11/30/2026 Class B Common Stock 12,234 (6) 12,234 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McCarthy Christopher D.
1515 BROADWAY
NEW YORK, NY 10036
Office of the CEO

Signatures

/s/ Caryn K. Groce, Attorney-in-Fact for Christopher D. McCarthy 08/11/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On August 7, 2025, the previously announced transactions contemplated by the transaction agreement, dated as of July 7, 2024 ("Transaction Agreement"), by and among: Skydance Media, LLC ("Skydance"), Paramount Global, Paramount Skydance Corporation (f/k/a New Pluto Global, Inc.) ("Paramount Skydance"), and the other parties thereto were completed. Pursuant to the terms of the Transaction Agreement, in a series of transactions, each of Paramount Global and Skydance merged into subsidiaries of Paramount Skydance.
(2) Represents the disposition of shares of Paramount Global common stock and the acquisition of shares of Paramount Skydance common stock. Pursuant to the terms of the Transaction Agreement, each share of Paramount Global Class B common stock converted into the right to receive one share of Paramount Skydance Class B common stock, or at the election of the holder of such share, cash in the amount of $15.00 per share, subject to pro ration as set forth in the Transaction Agreement.
(3) Represents the number of shares of Paramount Skydance common stock beneficially owned following the transactions described herein.
(4) Represents the disposition of Paramount Global restricted share units ("RSUs") and the acquisition of Paramount Skydance RSUs assumed by Paramount Skydance pursuant to the terms of the Transaction Agreement.
(5) These RSUs will vest in three equal annual installments beginning on March 1, 2026, 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.
(6) Represents the disposition of Paramount Global stock options and the acquisition of Paramount Skydance stock options assumed by Paramount Skydance pursuant to the terms of the Transaction Agreement.
(7) These options are fully vested.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to 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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