| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Paramount Skydance Corp [ PSKY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/07/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | M(1) | 16,340 | A | (1) | 98,429(2) | D | |||
| Class B Common Stock | 08/07/2025 | D(3)(4) | 98,429 | D | (4) | 0 | D | |||
| Class B Common Stock | 08/07/2025 | A(3)(4) | 88,500 | A | (4) | 88,500(5) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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 | (1) | 08/07/2025 | M(1) | 16,340 | (1) | (1) | Class B Common Stock | 16,340 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. The shares identified in Table I represent shares of Class B common stock of Paramount Global to which the Reporting Person became entitled, upon vesting of Restricted Share Units ("RSUs") identified in Table II, immediately prior to the closing of the Transactions (as defined below), but which have not been received because the director previously elected to defer receipt. |
| 2. Includes 82,132 shares of Paramount Global Class B common stock underlying vested RSUs for which the Reporting Person previously elected to defer receipt. |
| 3. 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 (the "Transactions"). |
| 4. Represents the disposition of shares of Paramount Global common stock and the acquisition of shares of Paramount Skydance common stock (including shares underlying vested RSUs assumed by Paramount Skydance for which the Reporting Person previously elected to defer receipt). 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. |
| 5. Represents the number of shares of Paramount Skydance common stock beneficially owned following the transactions described herein. |
| /s/ Caryn K. Groce, Attorney-in-Fact for Linda M. Griego | 08/11/2025 | |
| ** 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. | ||