Sec Form 4 Filing - Bakish Robert M @ ViacomCBS Inc. - 2019-12-04

Insider filing report for Changes in Beneficial Ownership
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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
Bakish Robert M
2. Issuer Name and Ticker or Trading Symbol
ViacomCBS Inc. [ VIACA,VIAC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(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 A 242,195 A 242,195 D
Class B Common Stock 12/04/2019 A 6 A 6 I By 401(k)
Class B Common Stock 12/04/2019 A 110 A 110 I By Daughter
Class B Common Stock 12/04/2019 A 33 A 33 I By Daughter
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 Owne rship
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 79.18 12/04/2019 A 47,134 ( 2 ) ( 2 ) Class B Common Stock 47,134 ( 2 ) 47,134 D
Employee Stock Option (Right to Buy) $ 116.66 12/04/2019 A 36,635 ( 3 ) ( 3 ) Class B Common Stock 36,635 ( 3 ) 36,635 D
Employee Stock Option (Right to Buy) $ 141.65 12/04/2019 A 28,804 ( 4 ) ( 4 ) Class B Common Stock 28,804 ( 4 ) 28,804 D
Employee Stock Option (Right to Buy) $ 110.56 12/04/2019 A 43,641 ( 5 ) ( 5 ) Class B Common Stock 43,641 ( 5 ) 43,641 D
Employee Stock Option (Right to Buy) $ 65.17 12/04/2019 A 62,037 ( 6 ) ( 6 ) Class B Common Stock 62,037 ( 6 ) 62,037 D
Employee Stock Option (Right to Buy) $ 63.75 12/04/2019 A 76,517 ( 7 ) ( 7 ) Class B Common Stock 76,517 ( 7 ) 76,517 D
Employee Stock Option (Right to Buy) $ 64.3 12/04/2019 A 201,234 ( 8 ) ( 8 ) Class B Common Stock 201,234 ( 8 ) 201,234 D
Employee Stock Option (Right to Buy) $ 43.89 12/04/2019 A 437,775 ( 9 ) ( 9 ) Class B Common Stock 437,775 ( 9 ) 437,775 D
Employee Stock Option (Right to Buy) $ 51.76 12/04/2019 A 407,832 ( 10 ) ( 10 ) Class B Common Stock 407,832 ( 10 ) 407,832 D
Restricted Share Units ( 11 ) 12/04/2019 A 5,178 ( 11 ) ( 11 ) Class B Common Stock 5,178 ( 11 ) 5,178 D
Restricted Share Units ( 12 ) 12/04/2019 A 7,648 ( 12 ) ( 12 ) Class B Common Stock 7,648 ( 12 ) 7,648 D
Restricted Share Units ( 13 ) 12/04/2019 A 542,292 ( 13 ) ( 13 ) Class B Common Stock 542,292 ( 13 ) 542,292 D
Restricted Share Units ( 14 ) 12/05/2019 A 122,369 ( 14 ) ( 14 ) Class B Common Stock 122,369 ( 14 ) 122,369 D
Performance Share Units ( 15 ) 12/04/2019 A 49,274 ( 15 ) ( 15 ) Class B Common Stock 49,274 ( 15 ) 49,274 D
Performance Share Units ( 16 ) 12/04/2019 A 128,027 ( 16 ) ( 16 ) Class B Common Stock 128,027 ( 16 ) 128,027 D
Performance Share Units ( 17 ) 12/04/2019 A 111,236 ( 17 ) ( 17 ) Class B Common Stock 111,236 ( 17 ) 111,236 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bakish Robert M
1515 BROADWAY
NEW YORK, NY10036
X President and CEO
Signatures
/s/ Christa A. D'Alimonte, Attorney-in-Fact for Robert M. Bakish 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. The closing price of CBS's Class B Common Stock on December 4, 2019 was $40.77 per share.
( 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 November 10, 2016. 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 9, 2017. 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 20, 2017. Each Stock Option was converted into a CBS Stock Option pursuant to the terms of the Merger Agreement.
( 10 )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.
( 11 )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.
( 12 )Represents RSUs granted under the 2016 Plan on November 10, 2016. 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 1, 2019. These RSUs were converted into CBS RSUs pursuant to the terms of the Merger Agreement.
( 14 )Represents RSUs granted pursuant to the terms of the employment agreement, dated as of August 13, 2019, by and between Viacom and Mr. Bakish.
( 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 January 9, 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 20, 2017. These PSUs were converted into time-vesting CBS RSUs pursuant to the terms of the Merger Agreement.
( 17 )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.

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