Sec Form 4 Filing - REDSTONE SUMNER M @ CBS CORP - 2019-01-24

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 REDSTONE SUMNER M 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 X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) Chairman Emeritus (Last) (First) (Middle) 51 WEST 52ND STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/24/2019 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 A common stock 01/24/2019 C( 1 ) 9,700,000 D $ 0 ( 1 ) 20,182,599 I By NAI and NAI EH ( 2 ) CBS Class B common stock 01/24/2019 C( 1 ) 9,700,000 A $ 0 ( 1 ) 18,943,800 I By NAI and NAI EH ( 3 ) CBS Class A common stock 40 D CBS Class B common stock 202,493 D

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other REDSTONE SUMNER M 51 WEST 52ND STREET NEW YORK, NY10019 X Chairman Emeritus NATIONAL AMUSEMENTS INC /MD/ 846 UNIVERS NORWOOD, MA02062 X Signatures /s/ Kimberly D. Pittman, Attorney-in-fact 01/28/2019 Signature of Reporting Person Date By: Tad Jankowski, Vice President 01/28/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of Class A Common Stock were converted to shares of Class B Common Stock on a one-to-one basis for no consideration pursuant to the terms of the Class A Common Stock under the Issuer's Amended and Restated Certificate of Incorporation. ( 2 )Of these securities, (i) 16,871,812 shares are owned directly by National Amusements, Inc. (NAI); and (ii) 3,310,787 shares are owned directly by NAI Entertainment Holdings LLC (NAI EH). NAI EH is a wholly-owned subsidiary of NAI. The shares owned directly by NAI EH may also be deemed to be beneficially owned by NAI, and such shares, as well as the shares owned directly by NAI, may also be deemed to be beneficially owned by Sumner M. Redstone, who is the controlling stockholder of NAI. Since Reporting Persons' last Form 4 report, shares that were previously held by NAI Asset Holdings LLC were transferred to NAI. ( 3 )Of these securities, (i) 8,203,523 shares are owned directly by National Amusements, Inc. (NAI); and (ii) 10,740,277 shares are owned directly by NAI Entertainment Holdings LLC (NAI EH). NAI EH is a wholly-owned subsidiary of NAI. The shares owned directly by NAI EH may also be deemed to be beneficially owned by NAI, and such shares, as well as the shares owned directly by NAI, may also be deemed to be beneficially owned by Sumner M. Redstone, who is the controlling stockholder of NAI. Since Reporting Persons' last Form 4 report, shares that were previously held by NAI Asset Holdings LLC were transferred to NAI.

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).

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