Sec Form 4 Filing - MOONVES LESLIE @ CBS CORP - 2016-02-19

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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Explanation of Responses:

1. Name and Address of Reporting Person MOONVES LESLIE 2. Issuer Name and Ticker or Trading Symbol CBS CORP [ CBS, CBS.A] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman, President & CEO (Last) (First) (Middle) 51 WEST 52ND STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/19/2016 (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 CBS Class B common stock 02/19/2016 M 145,945 A $ 0 ( 1 ) 230,058 D CBS Class B common stock 02/19/2016 F 83,774 D $ 45.09 146,284 D CBS Class B common stock 02/20/2016 M 27,816 A $ 0 ( 2 ) 33,256 I By Family Trust N CBS Class B common stock 02/20/2016 F 15,967 D $ 45.09 17,289 I By Family Trust N CBS Class B common stock 13,095 I By 2010 Trust II CBS Class B common stock 2,090 I By 401(k) CBS Class B common stock 154,792 I By Family Trust B CBS Class B common stock 17,791 I By Family Trust I CBS Class B common stock 39,753 I By Family Trust M CBS Class B common stock 700,000 I By Family Trust O CBS Class B common stock 300,000 I By Family Trust P CBS Class B common stock 356,935 I By Family Trust Q CBS Class B common stock 107,900 I By Family Trust R CBS Class B common stock 271 I By IRA CBS Class B common stock 1,976 I By Spouse CBS Class B common stock 2,697 I By Spouse - 401(k) Plan

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 Restricted Share Units ( 3 ) ( 4 ) 02/19/2016 M 145,945 02/19/2016( 4 ) ( 4 ) CBS Class B common stock 145,945 $ 0 69,981 D Restricted Share Units ( 3 ) ( 5 ) 02/20/2016 M 27,816 02/20/2015( 5 ) ( 5 ) CBS Class B common stock 27,816 $ 0 27,816 I By Family Trust N

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MOONVES LESLIE 51 WEST 52ND STREET NEW YORK, NY10019 X Chairman, President & CEO Signatures /s/ Leslie Moonves 02/23/2016 Signature of Reporting Person Date

( 1 )On February 19, 2016, the closing price of the CBS Class B common stock on the NYSE was $45.09. ( 2 )On February 19, 2016, the last preceding business day, the closing price of the CBS Class B common stock on the NYSE was $45.09. ( 3 )Granted under the Issuer's long term incentive plan. ( 4 )These RSUs are settled by delivery of a corresponding number of the Issuer's shares upon vesting. The remaining RSUs will vest in two equal annual installments. ( 5 )These Restricted Share Units vest in three equal annual installments beginning on February 20, 2015 and are settled by delivery of a corresponding number of the Issuer's shares upon vesting.

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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