SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Mills Scott

(Last)

(First)

(Middle)

1515 BROADWAY

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2012

3. Issuer Name and Ticker or Trading Symbol
Viacom Inc. [ VIA, VIAB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, HR & Administration

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	430	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)⁽¹⁾	⁽²⁾	01/28/2014	Class B Common Stock	23,784	$50.9459	D
Employee Stock Option (Right to Buy)⁽¹⁾	⁽²⁾	05/24/2014	Class B Common Stock	5,200	$36.78	D
Employee Stock Option (Right to Buy)⁽³⁾	⁽²⁾	05/29/2015	Class B Common Stock	26,617	$43.86	D
Employee Stock Option (Right to Buy)⁽³⁾	⁽²⁾	06/04/2016	Class B Common Stock	42,077	$35.26	D
Employee Stock Option (Right to Buy)⁽⁴⁾	⁽⁵⁾	06/03/2017	Class B Common Stock	29,130	$22.7	D
Employee Stock Option (Right to Buy)⁽⁴⁾	⁽⁶⁾	06/08/2018	Class B Common Stock	38,860	$32.55	D
Employee Stock Option (Right to Buy)⁽⁷⁾	⁽⁸⁾	05/25/2019	Class B Common Stock	33,357	$49.95	D
Employee Stock Option (Right to Buy)⁽⁷⁾	⁽⁹⁾	05/23/2020	Class B Common Stock	37,708	$47.21	D
Restricted Share Units⁽⁴⁾	⁽¹⁰⁾	⁽¹⁰⁾	Class B Common Stock	6,304	⁽¹⁰⁾	D
Restricted Share Units⁽⁴⁾	⁽¹¹⁾	⁽¹¹⁾	Class B Common Stock	8,793	⁽¹¹⁾	D
Restricted Share Units⁽⁷⁾	⁽¹²⁾	⁽¹²⁾	Class B Common Stock	8,595	⁽¹²⁾	D
Restricted Share Units⁽⁷⁾	⁽¹³⁾	⁽¹³⁾	Class B Common Stock	12,125	⁽¹³⁾	D

Explanation of Responses:

1. Granted under the Viacom Inc. 2006 Long-Term Management Incentive Plan for no consideration.

2. Current.

3. Granted under the Viacom Inc. 2006 Long-Term Management Incentive Plan, as amended and restated as of April 12, 2007, for no consideration.

4. Granted under the Viacom Inc. 2006 Long-Term Management Incentive Plan, as amended and restated December 2, 2008, for no consideration.

5. The remaining Stock Options, originally granted on June 3, 2009, will vest on June 3, 2013.

6. The remaining Stock Options, originally granted on June 8, 2010, will vest in two equal annual installments beginning on June 8, 2013.

7. Granted under the Viacom Inc. 2006 Long-Term Management Incentive Plan, as amended and restated January 1, 2011, for no consideration.

8. The remaining Stock Options, originally granted on May 25, 2011, will vest in three equal annual installments beginning on May 25, 2013

9. The Stock Options were granted on May 23, 2012 and will vest in four equal annual installments beginning on May 23, 2013.

10. The remaining Restricted Share Units, originally granted on June 3, 2009, will vest on June 3, 2013 and will be settled by delivery of a corresponding number of shares of the Issuer's Class B Common Stock upon vesting.

11. The remaining Restricted Share Units, originally granted on June 8, 2010, will vest in two equal annual installments beginning on June 8, 2013 and will be settled by delivery of a corresponding number of shares of the Issuer's Class B Common Stock upon vesting.

12. The remaining Restricted Share Units, originally granted on May 25, 2011, will vest in three equal annual installments beginning on May 25, 2013 and will be settled by delivery of a corresponding number of shares of the Issuer's Class B Common Stock upon vesting.

13. The Restricted Share Units were granted on May 23, 2012, will vest in four equal annual installments beginning on May 23, 2013 and will be settled by delivery of a corresponding number of shares of the Issuer's Class B Common Stock upon vesting.

Remarks:

	/s/ Scott Mills	10/10/2012
	** Signature of Reporting Person	Date
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 5 (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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