GEORGE CHEEKS - 24 Dec 2024 Form 4 Insider Report for Paramount Global (PARA)

Role
Office of the CEO
Signature
/s/ Caryn K. Groce, Attorney-in-Fact for George Cheeks
Issuer symbol
PARA
Transactions as of
24 Dec 2024
Net transactions value
-$5,099,736
Form type
4
Filing time
27 Dec 2024, 17:09:13 UTC
Previous filing
03 Dec 2024
Next filing
05 Feb 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PARAA,PARA Class B common stock Options Exercise $0 +285,714 +308% $0.000000 378,550 24 Dec 2024 Direct F1, F2
transaction PARAA,PARA Class B common stock Options Exercise $0 +262,732 +69% $0.000000 641,282 24 Dec 2024 Direct F1, F3
transaction PARAA,PARA Class B common stock Award $0 +206,676 +32% $0.000000 847,958 24 Dec 2024 Direct F4
transaction PARAA,PARA Class B common stock Options Exercise $0 +84,562 +10% $0.000000 932,520 24 Dec 2024 Direct F1, F5
transaction PARAA,PARA Class B common stock Options Exercise $0 +45,335 +4.9% $0.000000 977,855 24 Dec 2024 Direct F1, F6
transaction PARAA,PARA Class B common stock Tax liability $5,099,736 -489,418 -50% $10.42 488,437 24 Dec 2024 Direct F7

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PARAA,PARA Restricted Share Units Options Exercise $0 -45,335 -100% $0.000000 0 24 Dec 2024 Class B common stock 45,335 Direct F1, F6, F8
transaction PARAA,PARA Restricted Share Units Options Exercise $0 -84,562 -100% $0.000000 0 24 Dec 2024 Class B common stock 84,562 Direct F1, F5, F8
transaction PARAA,PARA Restricted Share Units Options Exercise $0 -262,732 -100% $0.000000 0 24 Dec 2024 Class B common stock 262,732 Direct F1, F3, F8
transaction PARAA,PARA Restricted Share Units Options Exercise $0 -285,714 -100% $0.000000 0 24 Dec 2024 Class B common stock 285,714 Direct F1, F2, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Reflects accelerated vesting of Restricted Share Units ("RSUs"), which were otherwise scheduled to vest in 2025, 2026 and 2027, to mitigate the potential impact to the Issuer and the Reporting Person of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, in connection with the pending transactions among the Issuer, Skydance Media, LLC and other parties (the "280G Impact").
F2 The shares identified in Table I were issued on December 24, 2024, upon the vesting of the RSUs identified in Table II, which were initially granted on October 8, 2024. On December 24, 2024, the closing price of the Class B common stock on The NASDAQ Global Select Market was $10.42 per share.
F3 The shares identified in Table I were issued on December 24, 2024, upon the vesting of the RSUs identified in Table II, which were initially granted on March 1, 2024. On December 24, 2024, the closing price of the Class B common stock on The NASDAQ Global Select Market was $10.42 per share.
F4 Acquired upon accelerated vesting of Performance Share Units ("PSUs") with performance periods ending in calendar years 2026 and 2027 to mitigate the 280G Impact. On December 24, 2024, the closing price of the Class B common stock on The NASDAQ Global Select Market was $10.42 per share.
F5 The shares identified in Table I were issued on December 24, 2024, upon the vesting of the RSUs identified in Table II, which were initially granted on March 1, 2023. On December 24, 2024, the closing price of the Class B common stock on The NASDAQ Global Select Market was $10.42 per share.
F6 The shares identified in Table I were issued on December 24, 2024, upon the vesting of the RSUs identified in Table II, which were initially granted on March 1, 2022. On December 24, 2024, the closing price of the Class B common stock on The NASDAQ Global Select Market was $10.42 per share.
F7 These shares were withheld by the Issuer to satisfy tax liability incident to the vesting of, and delivery of shares underlying, the RSUs and the PSUs, and were not actually sold or otherwise disposed of in an open-market transaction.
F8 Granted under the Issuer's long-term incentive plan for no consideration.