0000947871-19-000906.txt : 20191206 0000947871-19-000906.hdr.sgml : 20191206 20191206192938 ACCESSION NUMBER: 0000947871-19-000906 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191204 FILED AS OF DATE: 20191206 DATE AS OF CHANGE: 20191206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Phelps Julia CENTRAL INDEX KEY: 0001770789 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32686 FILM NUMBER: 191274086 MAIL ADDRESS: STREET 1: 1515 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Viacom Inc. CENTRAL INDEX KEY: 0001339947 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 203515052 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 1515 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 258-6000 MAIL ADDRESS: STREET 1: 1515 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: New Viacom Corp. DATE OF NAME CHANGE: 20050927 4 1 ownership.xml X0306 4 2019-12-04 1 0001339947 Viacom Inc. VIA, VIAB 0001770789 Phelps Julia 1515 BROADWAY NEW YORK NY 10036 0 1 0 0 EVP, Comms, Culture & Mkting Class B Common Stock 2019-12-04 4 D 0 9342 D 0 D Class B Common Stock 2019-12-04 4 D 0 247 D 0 I By 401(k) Employee Stock Option (Right to Buy) 38.86 2019-12-04 4 D 0 3468 D Class B Common Stock 3468 0 D Employee Stock Option (Right to Buy) 33.99 2019-12-04 4 D 0 17595 D Class B Common Stock 17.595 0 D Employee Stock Option (Right to Buy) 33.42 2019-12-04 4 D 0 12183 D Class B Common Stock 12183 0 D Employee Stock Option (Right to Buy) 30.86 2019-12-04 4 D 0 20520 D Class B Common Stock 20520 0 D Restricted Share Units 2019-12-04 4 D 0 290 D Class B Common Stock 290 0 D Restricted Share Units 2019-12-04 4 D 0 2648 D Class B Common Stock 2648 0 D Restricted Share Units 2019-12-04 4 D 0 3142 D Class B Common Stock 3142 0 D Restricted Share Units 2019-12-04 4 D 0 4254 D Class B Common Stock 4254 0 D Restricted Share Units 2019-12-04 4 D 0 39791 D Class B Common Stock 39791 0 D Performance Share Units 2019-12-04 4 D 0 6014 D Class B Common Stock 6014 0 D Performance Share Units 2019-12-04 4 D 0 6529 D Class B Common Stock 6529 0 D Pursuant to the terms of the Agreement and Plan of Merger, dated as of August 13, 2019, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of October 16, 2019, by and between CBS Corporation ("CBS") and Viacom Inc. ("Viacom") (the "Merger Agreement"), on December 4, 2019 (the "Closing Date"), Viacom merged with and into CBS with CBS continuing as the surviving corporation. Pursuant to the Merger Agreement, on the Closing Date each share of Viacom Class B Common Stock held by the reporting person was converted automatically into 0.59625 shares of Class B Common Stock of CBS. Represents Stock Options granted under the Viacom Inc. 2016 Long Term Management Incentive Plan (the "2016 Plan") on May 18, 2016. Each Stock Option was converted into a CBS Stock Option pursuant to the terms of the Merger Agreement. Represents Stock Options granted under the 2016 Plan on May 18, 2017. Each Stock Option was converted into a CBS Stock Option pursuant to the terms of the Merger Agreement. Represents Stock Options granted under the 2016 Plan on January 31, 2018. Each Stock Option was converted into a CBS Stock Option pursuant to the terms of the Merger Agreement. Represents Stock Options granted under the 2016 Plan on November 30, 2018. Each Stock Option was converted into a CBS Stock Option pursuant to the terms of the Merger Agreement. Represents restricted stock units ("RSUs") granted under the 2016 Plan on May 18, 2016. These RSUs were converted into CBS RSUs pursuant to the terms of the Merger Agreement. Represents RSUs granted under the 2016 Plan on May 18, 2017. These RSUs were converted into CBS RSUs pursuant to the terms of the Merger Agreement. Represents RSUs granted under the 2016 Plan on January 31, 2018. These RSUs were converted into CBS RSUs pursuant to the terms of the Merger Agreement. Represents RSUs granted under the 2016 Plan on November 30, 2018. These RSUs were converted into CBS RSUs pursuant to the terms of the Merger Agreement. Represents RSUs granted under the 2016 Plan on November 1, 2019. These RSUs were converted into CBS RSUs pursuant to the terms of the Merger Agreement. Represents performance share units ("PSUs") earned at a specified level pursuant to the terms of the Merger Agreement. The PSUs were originally granted under the 2016 Plan on November 20, 2017. These PSUs were converted into time-vesting CBS RSUs pursuant to the terms of the Merger Agreement. Represents PSUs earned at a specified level pursuant to the terms of the Merger Agreement. The PSUs were originally granted under the 2016 Plan on November 30, 2018. These PSUs were converted into time-vesting CBS RSUs pursuant to the terms of the Merger Agreement. /s/ Christa A. D'Alimonte, Attorney-in-Fact for Julia Phelps 2019-12-06