Sec Form 4 Filing - Jones Richard M @ CBS CORP - 2016-02-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Jones Richard M 2. Issuer Name and Ticker or Trading Symbol CBS CORP [ CBS, CBS.A] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, General Tax Counsel (Last) (First) (Middle) 51 WEST 52ND STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/18/2016 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Employee Stock Option (right to buy) ( 1 ) $ 45.79 02/18/2016 A 22,913 02/18/2017( 2 ) 02/18/2024 CBS Class B common stock 22,913 $ 0 ( 1 ) 22,913 D Restricted Share Units ( 3 ) ( 4 ) 02/18/2016 A 4,586 02/18/2017( 4 ) ( 4 ) CBS Class B common stock 4,586 $ 0 ( 3 ) 4,586 D Restricted Share Units ( 3 ) ( 5 ) 02/18/2016 A( 6 ) 2,929 02/19/2016( 5 ) ( 5 ) CBS Class B common stock 2,929 $ 0 ( 3 ) 5,700 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jones Richard M 51 WEST 52ND STREET NEW YORK, NY10019 EVP, General Tax Counsel Signatures /s/ Kimberly D. Pittman, Attorney-in-fact 02/19/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Right to buy under Issuer's long term incentive plan. ( 2 )This option vests in four equal annual installments beginning on February 18, 2017. ( 3 )Granted under the Issuer's long term incentive plan. ( 4 )These Restricted Share Units vest in four equal annual installments beginning on February 18, 2017 and are settled by delivery of a corresponding number of the Issuer's shares upon vesting. ( 5 )These Restricted Share Units vest in four equal annual installments beginning on February 19, 2016 and are settled by delivery of a corresponding number of the Issuer's shares upon vesting. ( 6 )On February 18, 2016, the performance target associated with these Restricted Share Units was certified as having been achieved.

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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