Sec Form 4 Filing - Anschell Jonathan @ CBS CORP - 2017-02-18

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
Anschell Jonathan
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, Deputy GC and Secretary
(Last) (First) (Middle)
51 WEST 52ND STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/18/2017
(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 02/18/2017 M 1,474 A $ 0 ( 1 ) 12,844 D
CBS Class B common stock 02/18/2017 F 770 D $ 65.69 12,074 D
CBS Class B common stock 02/19/2017 M 2,560 A $ 0 ( 1 ) 14,634 D
CBS Class B common stock 02/19/2017 F 1,337 D $ 65.69 13,297 D
CBS Class B common stock 02/20/2017 M 2,343 A $ 0 ( 1 ) 15,640 D
CBS Class B common stock 02/20/2017 F 1,223 D $ 65.69 14,417 D
CBS Class B common stock 02/21/2017 M 10,490 A $ 65.91 24,907 D
CBS Class B common stock 02/21/2017 M 8,084 A $ 59.54 32,991 D
CBS Class B common stock 02/21/2017 M 7,364 A $ 45.79 40,355 D
CBS Class B common stock 02/21/2017 M 3,850 A $ 43.21 44,205 D
CBS Class B common stock 02/21/2017 S 32,788 D $ 67.5979 ( 2 ) 11,417 D
CBS Class B common stock 771 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
Restricted Share Units ( 3 ) ( 4 ) 02/18/2017 M 1,474 02/18/2017( 4 ) ( 4 ) CBS Class B common stock 1,474 $ 0 4,422 D
Restricted Share Units ( 3 ) ( 5 ) 02/19/2017 M 2,560 02/19/2016( 5 ) ( 5 ) CBS Class B common stock 2,560 $ 0 5,119 D
Restricted Share Units ( 3 ) ( 6 ) 02/20/2017 M 2,343 02/20/2016( 6 ) ( 6 ) CBS Class B common stock 2,343 $ 0 2,345 D
Employee Stock Option (right to buy) ( 7 ) $ 43.21 02/21/2017 M 3,850 02/12/2016( 8 ) 02/12/2021 CBS Class B common stock 3,850 $ 0 0 D
Employee Stock Option (right to buy) ( 7 ) $ 45.79 02/21/2017 M 7,364 02/18/2017( 9 ) 02/18/2024 CBS Class B common stock 7,364 $ 0 22,095 D
Employee Stock Option (right to buy) ( 7 ) $ 59.54 02/21/2017 M 8,084 02/19/2016( 10 ) 02/19/2023 CBS Class B common stock 8,084 $ 0 8,085 D
Employee Stock Option (right to buy) ( 7 ) $ 65.91 02/21/2017 M 10,490 02/20/2016( 11 ) 02/20/2022 CBS Class B common stock 10,490 $ 0 3,497 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Anschell Jonathan
51 WEST 52ND STREET
NEW YORK, NY10019
EVP, Deputy GC and Secretary
Signatures
/s/ Jonathan Anschell 02/22/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 17, 2017, the last preceding business day, the closing price of the CBS Class B common stock on the NYSE was $65.69.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.40 to $67.81, inclusive. The reporting person undertakes to provide upon request by the staff of the U.S. Securities and Exchange Commission, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 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 )These Restricted Share Units vest in three equal annual installments beginning on February 20, 2016 and are settled by delivery of a corresponding number of the Issuer's shares upon vesting.
( 7 )Right to buy under Issuer's long term incentive plan.
( 8 )These options vest in two equal annual installments beginning on February 12, 2016.
( 9 )These options vest in four equal annual installments beginning on February 18, 2017.
( 10 )These options vest in four equal annual installments beginning on February 19, 2016.
( 11 )These options vest in three equal annual installments beginning on February 20, 2016.

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