0001999371-24-002342.txt : 20240214 0001999371-24-002342.hdr.sgml : 20240214 20240214165409 ACCESSION NUMBER: 0001999371-24-002342 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20240214 DATE AS OF CHANGE: 20240214 GROUP MEMBERS: NAI ENTERTAINMENT HOLDINGS LLC GROUP MEMBERS: SPV-NAIEH LLC GROUP MEMBERS: SUMNER M. REDSTONE NATIONAL AMUSEMENTS PART B GENERAL TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Paramount Global CENTRAL INDEX KEY: 0000813828 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] ORGANIZATION NAME: 06 Technology IRS NUMBER: 042949533 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38637 FILM NUMBER: 24639879 BUSINESS ADDRESS: STREET 1: 1515 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-258-6000 MAIL ADDRESS: STREET 1: 1515 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: ViacomCBS Inc. DATE OF NAME CHANGE: 20191204 FORMER COMPANY: FORMER CONFORMED NAME: CBS CORP DATE OF NAME CHANGE: 20060109 FORMER COMPANY: FORMER CONFORMED NAME: VIACOM INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL AMUSEMENTS INC /MD/ CENTRAL INDEX KEY: 0000913264 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] ORGANIZATION NAME: 06 Technology IRS NUMBER: 042261332 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 846 UNIVERSITY AVENUE CITY: NORWOOD STATE: MA ZIP: 02062 BUSINESS PHONE: 6174611600 MAIL ADDRESS: STREET 1: 846 UNIVERSITY AVENUE CITY: NORWOOD STATE: MA ZIP: 02062 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL AMUSEMENTS INC DATE OF NAME CHANGE: 19931008 SC 13G/A 1 nai_sc13ga-123123.htm AMENDMENT TO FORM SC 13G
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 29)*

 

Paramount Global

(Name of Issuer)

Class A Common Stock, par value $0.001 per share  

(Title of Class of Securities)

92556H107

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 92556H107Schedule 13GPage 2 of 8

 

 

1.

 

NAMES OF REPORTING PERSONS

 

SPV-NAIEH LLC 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a) ☐

(b) ☐

 

3.

 

SEC USE ONLY

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

5.

 

SOLE VOTING POWER

 

-0-

 

6.

 

SHARED VOTING POWER

 

4,985,164

 

7.

 

SOLE DISPOSITIVE POWER

 

-0-

 

8.

 

SHARED DISPOSITIVE POWER

 

4,985,164

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,985,164 

10.

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(see instructions)

 

☐

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

12.2% (1)

 

12.

 

TYPE OF REPORTING PERSON (see instructions)

 

OO

 

 

(1) The calculation of the foregoing percentage is based on a total of 40,702,875 shares of Class A Common Stock outstanding as of October 31, 2023 based on information provided by the Issuer.

 

 

CUSIP No. 92556H107Schedule 13GPage 3 of 8

 

 

1.

 

NAMES OF REPORTING PERSONS

 

NAI Entertainment Holdings LLC

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a) ☐

(b) ☐

 

3.

 

SEC USE ONLY

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

5.

 

SOLE VOTING POWER

 

-0-

 

6.

 

SHARED VOTING POWER

 

9,654,787

 

7.

 

SOLE DISPOSITIVE POWER

 

-0-

 

8.

 

SHARED DISPOSITIVE POWER

 

9,654,787

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,654,787

 

10.

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(see instructions)

 

☐

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

23.7% (2)

 

12.

 

TYPE OF REPORTING PERSON (see instructions)

 

CO

 

 

(2) The calculation of the foregoing percentage is based on a total of 40,702,875 shares of Class A Common Stock (as defined below) outstanding as of October 31, 2023 based on information provided by the Issuer (as defined below).

 

 

CUSIP No. 92556H107Schedule 13GPage 4 of 8

 

1.

 

NAMES OF REPORTING PERSONS

 

National Amusements, Inc.

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a) ☐

(b) ☐

 

3.

 

SEC USE ONLY

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Maryland

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

5.

 

SOLE VOTING POWER

 

-0-

 

6.

 

SHARED VOTING POWER

 

31,500,087 *

 

7.

 

SOLE DISPOSITIVE POWER

 

-0-

 

8.

 

SHARED DISPOSITIVE POWER

 

31,500,087 *

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

31,500,087 *

 

10.

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(see instructions)

 

☐

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

77.4% (3)

 

12.

 

TYPE OF REPORTING PERSON (see instructions)

 

CO

 

 

* Includes shares owned by NAI Entertainment Holdings LLC and SPV-NAIEH LLC.

(3) The calculation of the foregoing percentage is based on a total of 40,702,875 shares of Class A Common Stock outstanding as of October 31, 2023 based on information provided by the Issuer.

 

 

 

 

CUSIP No. 92556H107Schedule 13GPage 5 of 8

 

1.

 

NAMES OF REPORTING PERSONS

 

Sumner M. Redstone National Amusements Part B General Trust

 

2.

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a) ☐

(b) ☐

 

3.

 

SEC USE ONLY

 

4.

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Massachusetts

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

 

5.

 

SOLE VOTING POWER

 

-0-

 

6.

 

SHARED VOTING POWER

 

31,500,087 *

 

7.

 

SOLE DISPOSITIVE POWER

 

-0-

 

8.

 

SHARED DISPOSITIVE POWER

 

31,500,087 *

 

9.

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

31,500,087 *

 

10.

 

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

(see instructions)

 

☐

 

11.

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

77.4% (4)

 

12.

 

TYPE OF REPORTING PERSON (see instructions)

 

OO

 

 

* Includes shares owned by SPV-NAIEH LLC, NAI Entertainment Holdings LLC and shares owned by National Amusements, Inc.

(4) The calculation of the foregoing percentage is based on a total of 40,702,875 shares of Class A Common Stock outstanding as of October 31, 2023 based on information provided by the Issuer.

 

 

CUSIP No. 92556H107Schedule 13GPage 6 of 8

 

 

The Schedule 13G previously filed by the undersigned with respect to the Class A Common Stock, par value $0.001 per share (the “Class A Common Stock”), of Paramount Global (the “Issuer”) is hereby amended as follows:

 

Item 2.

 

Item 2 is hereby amended and restated in its entirety as follows:

 

(a) Name of person filing: This Statement is being jointly filed by SPV-NAIEH LLC (“SPV”), National Amusements, Inc. (“NAI”), NAI Entertainment Holdings LLC (“NAI EH”), and Sumner M. Redstone National Amusements Part B General Trust (“General Trust”). SPV is a wholly-owned direct subsidiary of NAI EH, which is a wholly-owned direct subsidiary of NAI. NAI is controlled by the General Trust, which owns 80% of the voting interest of NAI. NA Administration, LLC is the corporate Trustee of the General Trust and acts by majority vote of seven voting directors (subject to certain exceptions), including with respect to the NAI shares held by the General Trust.

 

(b) Address of principal business office: The principal business address of SPV, NAI, and NAI EH, is 846 University Avenue, Norwood, MA 02062. The principal business address of the General Trust is 275 Veronica Lane, Suite 300, Jackson, WY 83002.

 

(c) Citizenship: The state of incorporation of NAI is Maryland; the state of organization of SPV and NAI EH is Delaware; and the state of organization of the General Trust is Massachusetts.

 

(d) Title and class of securities: Class A Common Stock, par value $0.001 per share.

 

(e) CUSIP No.: 92556H107.

 

Item 4.

 

Item 4 is hereby amended and restated in its entirety as follows:

 

(a) Amount beneficially owned: See responses to Item 9 of each cover page.

 

(b) Percent of class: See responses to Item 11 of each cover page.

 

(c) Number of shares as to which the person has:

 

(i) Sole power to vote or to direct the vote: See responses to Item 5 of each cover page.

 

(ii) Shared power to vote or to direct the vote: See responses to Item 6 of each cover page.

 

(iii) Sole power to dispose or to direct the disposition: See responses to Item 7 of each cover page.

 

(iv) Shared power to dispose or direct the disposition: See responses to Item 8 of each cover page.

 

 

CUSIP No. 92556H107Schedule 13GPage 7 of 8

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 14, 2024

 

  NA ADMINISTRATION, LLC, CORPORATE TRUSTEE, SUMNER M. REDSTONE NATIONAL AMUSEMENTS PART B GENERAL TRUST
   
  /s/ Tyler Korff
  Name: Tyler Korff
  Title: Director
   

  

 

  NATIONAL AMUSEMENTS, INC.
   
  /s/ Tad Jankowski  
  Name: Tad Jankowski
  Title: Vice President
   

 

 

  NAI ENTERTAINMENT HOLDINGS LLC
   
  /s/ Tad Jankowski
  Name: Tad Jankowski
  Title: Vice President
   

 

 

 

  SPV-NAIEH LLC 
   
  /s/ Tad Jankowski
  Name: Tad Jankowski
  Title: Vice President
   

 

 

 

CUSIP No. 92556H107Schedule 13GPage 8 of 8

 

Exhibit Index

Exhibit 1 Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

 

 

 

 
 EX-1 2 ex-1.htm JOINT FILING AGREEMENT
 

Paramount Global SCH-13G/A

Exhibit 1

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the Statement on Schedule 13G, dated February 14, 2024 (the “Schedule 13G”), with respect to the Class A Common Stock, par value $0.001 per share, of Paramount Global is, and any amendments executed by us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 14th day of February, 2024.

 

 

 

 

    NA ADMINISTRATION, LLC, CORPORATE TRUSTEE, SUMNER M. REDSTONE NATIONAL AMUSEMENTS PART B GENERAL TRUST
     
    /s/ Tyler Korff  
    Name: Tyler Korff  
    Title: Director  

 

    NAI ENTERTAINMENT HOLDINGS LLC
     
    /s/ Tad Jankowski  
    Name: Tad Jankowski  
    Title: Vice President  

 

 

    NATIONAL AMUSEMENTS, INC.
     
    /s/ Tad Jankowski  
    Name: Tad Jankowski  
    Title: Vice President  

 

 

    SPV-NAIEH LLC
     
    /s/ Tad Jankowski  
    Name: Tad Jankowski  
    Title: Vice President