Sec Form 4 Filing - GIFFORD CHARLES K @ CBS CORP - 2017-02-15

Insider filing report for Changes in Beneficial Ownership

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The following is an SEC EDGAR document rendered as filed.

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 *
GIFFORD CHARLES K
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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
51 WEST 52ND STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/15/2017
(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 02/15/2017 M 4,632 ( 1 ) A $ 0 ( 2 ) 65,027 D
CBS Class B common stock 02/15/2017 A 153 ( 3 ) A $ 0 ( 2 ) 65,180 D
CBS Class B common stock 1,500 I By Family Trust
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 ( 4 ) ( 5 ) 02/15/2017 M 4,632 02/15/2017( 5 ) ( 5 ) CBS Class B common stock 4,632 $ 0 0 D
Restricted Share Units ( 4 ) ( 6 ) 02/15/2017 A 3,066 02/15/2018( 6 ) ( 6 ) CBS Class B common stock 3,066 $ 0 ( 4 ) 3,066 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GIFFORD CHARLES K
51 WEST 52ND STREET
NEW YORK, NY10019
X
Signatures
/s/ Kimberly D. Pittman, Attorney-in-fact 02/17/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of the Issuer's Class B common stock to which the Reporting Person became entitled upon vesting of Restricted Share Units, receipt of which the Reporting Person has elected to defer.
( 2 )On February 15, 2017, the closing price of the CBS Class B common stock on the NYSE was $65.24.
( 3 )Represents shares of the Issuer's Class B common stock to which the Reporting Person became entitled with respect to (i) dividend equivalents accrued prior to vesting of Restricted Share Units, receipt of which the Reporting Person has elected to defer; and (ii) dividend equivalents accrued on previously vested Restricted Share Units for which settlement has been deferred.
( 4 )Granted under the Issuer's Equity Plan for Outside Directors.
( 5 )The Restricted Share Units, which were granted on February 15, 2016, vested on February 15, 2017 and will be settled by delivery of a corresponding number of shares of the Issuer's Class B Common Stock. The Reporting Person has elected to defer receipt of such shares of Class B Common Stock.
( 6 )The Restricted Share Units will vest on February 15, 2018 and will be settled by delivery of a corresponding number of shares of the Issuer's Class B Common Stock upon vesting, unless the Reporting Person has elected to defer settlement.

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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