08/11/2025 | Press release | Distributed by Public on 08/11/2025 15:24
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FORM 4
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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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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) |
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| 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 Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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McCarthy Christopher D. 1515 BROADWAY NEW YORK, NY 10036 |
Office of the CEO | |||
| /s/ Caryn K. Groce, Attorney-in-Fact for Christopher D. McCarthy | 08/11/2025 | |
| **Signature of Reporting Person | Date |
| * | 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. |