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^*

DOOLEY THOMAS E

(Last)

(First)

(Middle)

1515 BROADWAY

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SEVP, COO

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2011

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)
Class B Common Stock	11/09/2011		M		150,000	A	⁽¹⁾	350,856⁽²⁾	D
Class B Common Stock	11/09/2011		A		100,000	A	⁽¹⁾	450,856	D
Class B Common Stock	11/09/2011		F⁽³⁾		127,425	D	$40.3	323,431	D
Class B Common Stock								920	I	By 401(k)
Class B Common Stock								84,906⁽⁴⁾	I	By GRAT
Class B Common Stock								80,230⁽⁴⁾	I	By 2011 GRAT

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 Restricted Share Units⁽¹⁾	⁽¹⁾	11/09/2011		M			150,000	⁽¹⁾	⁽¹⁾	Class B Common Stock	150,000	⁽⁵⁾	450,000	D

Explanation of Responses:

1. Shares of the Issuer's Class B common stock were issued to the Reporting Person as follows: (i) 150,000 shares were issued upon the vesting of the first of four equal annual installments of the minimum number of shares to be received of previously granted Performance Restricted Share Units (the "PRSUs") and (ii) an additional 100,000 shares were issued upon the certification by the Compensation Committee of the Issuer's Board of Directors on November 9, 2011 of the vesting of additional PRSUs based on the attainment of specified performance criteria for the Issuer's fiscal year 2011. The PRSUs were granted to the Reporting Person for no consideration on May 27, 2010. On November 9, 2011, the closing price of the Issuer's Class B common stock on the New York Stock Exchange was $40.30 per share.

2. Includes 98,041 shares that were previously reported as indirectly held by the Reporting Person's grantor retained annuity trust formed May 25, 2010 (the "GRAT").

3. Represents shares withheld pursuant to the terms of the Viacom Inc. 2006 Long-Term Management Incentive Plan, as amended and restated December 2, 2008 (the "LTMIP"), to satisfy tax liability incident to the vesting of, and delivery of shares underlying, the PRSUs.

4. On May 26, 2011, 80,230 shares were distributed by the Reporting Person's GRAT to the Reporting Person in satisfaction of a mandatory annuity payment pursuant to the terms of the GRAT. These shares were subsequently contributed by the Reporting Person to a new grantor retained annuity trust formed on May 26, 2011 (the "2011 GRAT").

5. Granted under the LTMIP for no consideration.

Remarks:

	/s/ Thomas E. Dooley	11/14/2011
	** 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 4 (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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