Sec Form 4 Filing - GRIEGO LINDA M @ ViacomCBS Inc. - 2021-02-15

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
GRIEGO LINDA 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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1515 BROADWAY
3. Date of Earliest Transaction (MM/DD/YY)
02/15/2021
(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 02/15/2021 M 5,718 ( 1 ) A $ 0 ( 1 ) 39,052 D
Class B common stock 02/15/2021 A 95 ( 2 ) A $ 0 ( 2 ) 39,147 D
Class B common stock 02/15/2021 A 83 ( 3 ) A $ 0 ( 3 ) 39,230 D
Class B common stock 6,000 I By Spouse's IRA Account.
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 ) ( 1 ) 02/15/2021 M 5,718 02/15/2021( 1 ) ( 1 ) Class B common stock 5,718 $ 0 ( 4 ) 0 D
Restricted Share Units ( 4 ) ( 5 ) 02/15/2021 A 3,430 02/15/2022( 5 ) ( 5 ) Class B common stock 3,430 $ 0 ( 4 ) 3,430 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GRIEGO LINDA M
1515 BROADWAY
NEW YORK, NY10036
X
Signatures
/s/ Christa A. D'Alimonte, Attorney-in-Fact for Linda M. Griego 02/17/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares identified in Table I were issued on February 15, 2021, upon vesting of the Restricted Share Units ("RSUs") identified in Table II, which were granted on February 15, 2020. On February 12, 2021, the last business day preceding the date of vesting, the closing price of the Class B common stock on The NASDAQ Global Select Market was $58.31 per share.
( 2 )These shares were issued in respect of dividend equivalents that accrued on the RSUs prior to vesting and that were reinvested in Class B common stock upon vesting. On February 12, 2021, the last business day preceding the date of vesting, the closing price of the Class B common stock on The NASDAQ Global Select Market was $58.31 per share.
( 3 )Represents shares of the Issuer's Class B common stock to which the Reporting Person became entitled with respect to dividend equivalents that accrued on previously vested RSUs and that were reinvested in Class B common stock on February 15, 2021, but which have not been received because the director elected to defer receipt. On February 12, 2021, the last business day preceding the date of vesting, the closing price of the Class B common stock on The NASDAQ Global Select Market was $58.31 per share.
( 4 )Granted under the Issuer's equity plan for outside directors for no consideration.
( 5 )These RSUs will vest on February 15, 2022 and a corresponding number of Class B shares will be delivered on that date, unless the director has elected to defer receipt.

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