Director Cardinale Gerald J. bought 83,640,992 units of Class B Common Stock and acquired 21,208,559 units of Class B Common Stock (SEC Form 4)
$PSKY
Broadcasting
Industrials
| 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 |
|
|||||||||||||||
| 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)
|
2. Issuer Name and Ticker or Trading Symbol
Paramount Skydance Corp [ PSKY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 08/07/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | ||||||
| Class B Common Stock | 08/07/2025 | P(1)(2) | 83,640,992 | A | (1)(2) | 83,640,992 | I | By RB Tentpole Holdings LP(1)(2)(3)(4)(5)(6) | ||
| Class B Common Stock | 08/07/2025 | J(7) | 21,208,559 | A | (7) | 104,849,551 | I | By RB Maverick LLC(8)(9) | ||
|
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 | ||||||||
| Warrants | $30.5(10) | 08/07/2025 | P(1)(2) | 45,000,000 | 08/07/2025 | 08/07/2030 | Class B Common Stock | 45,000,000 | (1)(2) | 45,000,000 | I | By RB Tentpole Holdings LP(1)(2)(3)(4)(10)(11) | |||
| Restricted Stock Units | (12) | 08/07/2025 | A | 25,000 | (13) | (13) | Class B Common Stock | 25,000 | $0 | 25,000 | D | ||||
| Explanation of Responses: |
| 1. On July 30, 2025, pursuant to the terms and conditions of the Assignment Agreement, dated as of July 30, 2025, by and between RB Tentpole LP and RB Tentpole Holdings LP, RB Tentpole LP assigned its rights under the Subscription Agreement (as amended, the "Subscription Agreement"), dated as of July 7, 2024, by and among Paramount Global ("Old Paramount"), New Pluto Global, Inc. ("New Paramount") and RB Tentpole LP, to RB Tentpole Holdings LP. On August 7, 2025 (the "Closing Date"), the previously announced private placement investment contemplated by the Subscription Agreement was completed. Pursuant to the terms of the Subscription Agreement, RB Tentpole Holdings LP acquired 83,640,992 shares of the Class B Common Stock of New Paramount ("Class B Common Stock") and warrants to acquire 45,000,000 shares of Class B Common Stock in exchange for aggregate consideration of $1,254,614,880 (the "PIPE Purchase"). |
| 2. In connection with the foregoing and the closing of the Transactions (as defined below), New Paramount changed its name to Paramount Skydance Corporation (the "Issuer"). |
| 3. The shares of Class B Common Stock and warrants to acquire shares of Class B Common Stock acquired in connection with the PIPE Purchase are held directly by RB Tentpole Holdings LP. Mr. Cardinale is the sole limited partner of and the sole member of the general partner of RedBird Capital Partners L.P. RedBird Capital Partners L.P. is the general partner of RedBird Holdings Carry Vehicle LP, which is a member of RedBird Capital Partners Holdings LLC. RedBird Capital Partners Holdings LLC is the sole member of RB Tentpole GenPar LLC, which is the general partner of RB Tentpole Holdings LP. Mr. Cardinale also indirectly owns a limited partner interest in RB Tentpole LP, the sole member of RB Tentpole Holdings LP. |
| 4. As a result of the aforementioned relationships in Footnote 3, Mr. Cardinale may be deemed to share beneficial ownership of the securities directly and indirectly beneficially owned by RB Tentpole Holdings LP. Mr. Cardinale disclaims beneficial ownership of those securities except to the extent of any pecuniary interest therein. |
| 5. Certain shares of the Class B Common Stock of the Issuer may be distributed to indirect investors in RB Tentpole Holdings LP at such times as they request pursuant to contractual arrangements to which such investors are party and Mr. Cardinale expects to report such distributions on Form 4 if and when such distributions are made. |
| 6. RB Tentpole Holdings LP owns approximately 22.5% of the common stock of Harbor Lights Entertainment, Inc. ("HLE"), which, as of the date hereof, directly and through wholly owned subsidiaries, HLE holds shares of Class B Common Stock and shares of Class A Common Stock of the Issuer. Each share of Class A Common Stock is convertible into 1.5 shares of Class B Common Stock. Mr. Cardinale disclaims beneficial ownership of those securities, however, on the basis that RB Tentpole Holdings LP does not control HLE or HLE's investment portfolio. |
| 7. On the Closing Date, the previously announced transactions contemplated by the Transaction Agreement (the "Transaction Agreement"), dated as of July 7, 2024, by and among Skydance Media, LLC ("Skydance"), Old Paramount, New Paramount, and the other parties thereto, were completed. Pursuant to the terms of the Transaction Agreement, in a series of transactions, among other things, (i) each of Old Paramount and Skydance merged into subsidiaries of New Paramount, (ii) each share of Old Paramount Class A Common Stock automatically converted into the right to receive one share of Class A Common Stock of New Paramount and (iii) each share of Old Paramount Class B Common Stock automatically converted into the right to receive one share of Class B Common Stock (the "Transactions"). |
| 8. These shares of Class B Common Stock acquired in connection with the Transactions are held directly by RB Maverick LLC and include 9,614,911 shares of Class B Common Stock acquired by RB SKD AIV B, LP and contributed in kind to RB Maverick LLC on the Closing Date. Mr. Cardinale is the sole limited partner of and the sole member of the general partner of RedBird Capital Partners L.P. RedBird Capital Partners L.P. is the general partner of RedBird Holdings Carry Vehicle LP, which is a member of RedBird Capital Partners Holdings LLC. RedBird Capital Partners Holdings LLC is the sole member of RedBird Series 2019 Carry Vehicles LLC, which is the sole member of RedBird Series 2019 GenPar LLC. RedBird Series 2019 GenPar LLC is the general partner of RB SKD AIV UB, LP, which owns a limited liability company interest in RB SKD Borrower LLC. RB SKD Borrower LLC is the sole member of RB Maverick LLC. |
| 9. Mr. Cardinale also indirectly owns a limited liability company interest in RB SKD Borrower LLC, the sole member of RB Maverick LLC. As a result of the aforementioned relationships in Footnote 8, Mr. Cardinale may be deemed to share beneficial ownership of the securities directly and indirectly beneficially owned by RB Maverick LLC. Mr. Cardinale disclaims beneficial ownership of those securities except to the extent of any pecuniary interest therein. |
| 10. The exercise price and number of underlying shares of Class B Common Stock of each warrant are subject to anti-dilution adjustments pursuant to the Warrant Agreement, dated as of August 7, 2025 (the "Warrant Agreement"), by and between RB Tentpole Holdings LP and the Issuer, as filed with the Securities and Exchange Commission on August 7, 2025. |
| 11. Pursuant to a contractual incentive arrangement between RedBird Tentpole Warrants, L.P. and RB Tentpole LP, RedBird Tentpole Warrants, L.P. is entitled to receive a portion of the 45,000,000 warrants to purchase Class B Common Stock currently directly held by RB Tentpole Holdings LP if and when the market price of the Class B Common Stock exceeds $30.50 per share at market close, subject to certain adjustments described in the Warrant Agreement. |
| 12. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class B Common Stock. |
| 13. The restricted stock units vest on the earlier of the first anniversary of the grant date or the date of the first annual meeting of stockholders following the grant date. |
| /s/ Gerald J. Cardinale | 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. | ||