Sec Form 4 Filing - Lea DeDe @ Viacom Inc. - 2019-12-04

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Lea DeDe 2. Issuer Name and Ticker or Trading Symbol Viacom Inc. [ VIA, VIAB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Global Government Affairs (Last) (First) (Middle) 1515 BROADWAY 3. Date of Earliest Transaction (MM/DD/YY) 12/04/2019 (Street) NEW YORK, NY10036 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 Class B Common Stock ( 1 ) 12/04/2019 D 49,912 D 0 D Class B Common Stock 12/04/2019 D 1,193 D 0 I By 401(k)

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) $ 47.21 12/04/2019 D 13,168 ( 2 ) ( 2 ) Class B Common Stock 13,168 ( 2 ) 0 D Employee Stock Option (Right to Buy) $ 69.56 12/04/2019 D 16,129 ( 3 ) ( 3 ) Class B Common Stock 16,129 ( 3 ) 0 D Employee Stock Option (Right to Buy) $ 84.46 12/04/2019 D 16,908 ( 4 ) ( 4 ) Class B Common Stock 16,908 ( 4 ) 0 D Employee Stock Option (Right to Buy) $ 65.92 12/04/2019 D 25,618 ( 5 ) ( 5 ) Class B Common Stock 25,618 ( 5 ) 0 D Employee Stock Option (Right to Buy) $ 38.86 12/04/2019 D 32,370 ( 6 ) ( 6 ) Class B Common Stock 32,370 ( 6 ) 0 D Employee Stock Option (Right to Buy) $ 33.99 12/04/2019 D 41,056 ( 7 ) ( 7 ) Class B Common Stock 41,056 ( 7 ) 0 D Employee Stock Option (Right to Buy) $ 33.42 12/04/2019 D 21,320 ( 8 ) ( 8 ) Class B Common Stock 21,320 ( 8 ) 0 D Employee Stock Option (Right to Buy) $ 30.86 12/04/2019 D 28,728 ( 9 ) ( 9 ) Class B Common Stock 28,728 ( 9 ) 0 D Restricted Share Units ( 10 ) 12/04/2019 D 2,702 ( 10 ) ( 10 ) Class B Common Stock 2,702 ( 10 ) 0 D Restricted Share Units ( 11 ) 12/04/2019 D 6,179 ( 11 ) ( 11 ) Class B Common Stock 6,179 ( 11 ) 0 D Restricted Share Units ( 12 ) 12/04/2019 D 5,499 ( 12 ) ( 12 ) Class B Common Stock 5,499 ( 12 ) 0 D Restricted Share Units ( 13 ) 12/04/2019 D 5,955 ( 13 ) ( 13 ) Class B Common Stock 5,955 ( 13 ) 0 D Restricted Share Units ( 14 ) 12/04/2019 D 42,633 ( 14 ) ( 14 ) Class B Common Stock 42,633 ( 14 ) 0 D Performance Share Units ( 15 ) 12/04/2019 D 10,522 ( 15 ) ( 15 ) Class B Common Stock 10,522 ( 15 ) 0 D Performance Share Units ( 16 ) 12/04/2019 D 9,142 ( 16 ) ( 16 ) Class B Common Stock 9,142 ( 16 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lea DeDe 1515 BROADWAY NEW YORK, NY10036 EVP, Global Government Affairs Signatures /s/ Christa A. D'Alimonte, Attorney-in-Fact for DeDe Lea 12/06/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of the Agreement and Plan of Merger, dated as of August 13, 2019, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of October 16, 2019, by and between CBS Corporation ("CBS") and Viacom Inc. ("Viacom") (the "Merger Agreement"), on December 4, 2019 (the "Closing Date"), Viacom merged with and into CBS with CBS continuing as the surviving corporation. Pursuant to the Merger Agreement, on the Closing Date each share of Viacom Class B Common Stock held by the reporting person was converted automatically into 0.59625 shares of Class B Common Stock of CBS. ( 2 )Represents Stock Options granted under the Viacom Inc. 2006 Long-Term Management Incentive Plan, as amended and restated January 1, 2011 (the "2006 Plan"), on May 23, 2012. Each Stock Option was converted into a CBS Stock Option pursuant to the terms of the Merger Agreement. ( 3 )Represents Stock Options granted under the 2006 Plan on May 22, 2013. Each Stock Option was converted into a CBS Stock Option pursuant to the terms of the Merger Agreement. ( 4 )Represents Stock Options granted under the 2006 Plan on May 21, 2014. Each Stock Option was converted into a CBS Stock Option pursuant to the terms of the Merger Agreement. ( 5 )Represents Stock Options granted under the 2006 Plan on May 20, 2015. Each Stock Option was converted into a CBS Stock Option pursuant to the terms of the Merger Agreement. ( 6 )Represents Stock Options granted under the Viacom Inc. 2016 Long Term Management Incentive Plan (the "2016 Plan") on May 18, 2016. Each Stock Option was converted into a CBS Stock Option pursuant to the terms of the Merger Agreement. ( 7 )Represents Stock Options granted under the 2016 Plan on May 18, 2017. Each Stock Option was converted into a CBS Stock Option pursuant to the terms of the Merger Agreement. ( 8 )Represents Stock Options granted under the 2016 Plan on January 31, 2018. Each Stock Option was converted into a CBS Stock Option pursuant to the terms of the Merger Agreement. ( 9 )Represents Stock Options granted under the 2016 Plan on November 30, 2018. Each Stock Option was converted into a CBS Stock Option pursuant to the terms of the Merger Agreement. ( 10 )Represents restricted stock units ("RSUs") granted under the 2016 Plan on May 18, 2016. These RSUs were converted into CBS RSUs pursuant to the terms of the Merger Agreement. ( 11 )Represents RSUs granted under the 2016 Plan on May 18, 2017. These RSUs were converted into CBS RSUs pursuant to the terms of the Merger Agreement. ( 12 )Represents RSUs granted under the 2016 Plan on January 31, 2018. These RSUs were converted into CBS RSUs pursuant to the terms of the Merger Agreement. ( 13 )Represents RSUs granted under the 2016 Plan on November 30, 2018. These RSUs were converted into CBS RSUs pursuant to the terms of the Merger Agreement. ( 14 )Represents RSUs granted under the 2016 Plan on November 1, 2019. These RSUs were converted into CBS RSUs pursuant to the terms of the Merger Agreement. ( 15 )Represents performance share units ("PSUs") earned at a specified level pursuant to the terms of the Merger Agreement. The PSUs were originally granted under the 2016 Plan on November 20, 2017. These PSUs were converted into time-vesting CBS RSUs pursuant to the terms of the Merger Agreement. ( 16 )Represents PSUs earned at a specified level pursuant to the terms of the Merger Agreement. The PSUs were originally granted under the 2016 Plan on November 30, 2018. These PSUs were converted into time-vesting CBS RSUs pursuant to the terms of the Merger Agreement.

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.