National Amusements Form 4 Paramount Global / AMUSEMENTS INC /MD/ NATIONAL ownership change

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).

1. Name and Address of Reporting Person^*

NATIONAL AMUSEMENTS INC /MD/

(Last) (First) (Middle)

846 UNIVERSITY AVENUE

(Street)

NORWOOD MA 02062

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Paramount Global [ PARA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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
Paramount Global Class B common stock	05/17/2022		P		646,764	A	$32.3692(1)	32,012,190	I	By NAI and NAI EH.(2)(3)

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

1. Name and Address of Reporting Person^*

NATIONAL AMUSEMENTS INC /MD/

(Last) (First) (Middle)

846 UNIVERSITY AVENUE

(Street)

NORWOOD MA 02062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NAI Entertainment Holdings LLC

(Last) (First) (Middle)

846 UNIVERSITY AVENUE

(Street)

NORWOOD MA 02062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sumner M. Redstone National Amusements Part B General Trust

(Last) (First) (Middle)

846 UNIVERSITY AVENUE

(Street)

NORWORD MA 02062

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $32.03 to $32.59, inclusive. The reporting person undertakes to provide to Paramount Global (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

2. Of these securities, (i) 18,425,149 shares are owned directly by National Amusements, Inc. ("NAI") and (ii) 13,587,041 shares are owned directly by NAI Entertainment Holdings LLC ("NAI EH"). NAI EH is a wholly-owned direct subsidiary of NAI. The shares owned directly by NAI EH may also be deemed to be beneficially owned by NAI.

3. The Sumner M. Redstone National Amusements Part B General Trust (the "Continuing Trust") owns 80% of the voting stock of NAI. Subject to certain exceptions, actions by the Continuing Trust are authorized by a vote of a majority of the trustees. The shares owned directly and indirectly by NAI may also be deemed to be beneficially owned by the Continuing Trust.

	/s/ Tad Jankowski, Vice President, National Amusements, Inc.	05/18/2022
	/s/ Tad Jankowski, Vice President, NAI Entertainment Holdings LLC	05/18/2022
	/s/ Tad Jankowski, Trustee, Sumner M. Redstone National Amusements Part B General Trust	05/18/2022
	** 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).
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