SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ianniello Joseph R

(Last)

(First)

(Middle)

51 WEST 52ND STREET

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

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 and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2011

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
CBS Class B common stock	02/23/2011		M		38,018	A	$0⁽¹⁾	91,400	D
CBS Class B common stock	02/23/2011		A⁽²⁾		3,756	A	$0.0000⁽¹⁾	95,156	D
CBS Class B common stock	02/23/2011		F		21,085	D	$21.76	74,071	D
CBS Class B common stock								3,586	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Share Units⁽³⁾	⁽⁴⁾	02/23/2011		A⁽⁵⁾		3,232		03/06/2011⁽⁴⁾	⁽⁴⁾	CBS Class B common stock	3,232	$0.0000⁽³⁾	3,232	D
Restricted Share Units⁽³⁾	⁽⁶⁾	02/23/2011		A⁽⁷⁾		82,949		02/23/2011⁽⁶⁾	⁽⁶⁾	CBS Class B common stock	82,949	$0.0000⁽³⁾	152,073	D
Restricted Share Units⁽³⁾	⁽⁶⁾	02/23/2011		M			38,018	02/23/2011⁽⁶⁾	⁽⁶⁾	CBS Class B common stock	38,018	$0.0000	114,055	D
Restricted Share Units⁽³⁾	⁽⁸⁾	02/23/2011		A⁽⁷⁾		41,360		02/23/2012⁽⁸⁾	⁽⁸⁾	CBS Class B common stock	41,360	$0.0000⁽³⁾	41,360	D

Explanation of Responses:

1. On February 23, 2011, the closing price of the CBS Class B common stock on the NYSE was $21.76.

2. Acquired in connection with the vesting of performance share units granted on February 28, 2008.

3. Granted under the Issuer's long term incentive plan.

4. These Performance Share Units (PSUs) vest on March 6, 2011 and are settled by delivery of a corresponding number of the Issuer's shares upon vesting.

5. On February 23, 2011, the performance target associated with these PSUs was certified as having been achieved.

6. The Restricted Share Units vest in four equal annual installments beginning on February 23, 2011 and are settled by delivery of a corresponding number of the Issuer's shares upon vesting.

7. On February 23, 2011, the performance target associated with these RSUs was certified as having been achieved.

8. These Restricted Share Units (RSUs) vest in four equal annual installments beginning February 23, 2012. The RSUs are settled by delivery of a corresponding number of the Issuer's shares upon vesting.

	/s/ Joseph R. Ianniello	02/25/2011
	** Signature of Reporting Person	Date
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