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*
CBS CORP

(Last) (First) (Middle)
51 WEST 52ND STREET

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PROELITE, INC. [ PELE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/21/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 02/21/2008 X 1,666,667 A $2 6,666,668 I Indirect(1)
Common Stock 02/21/2008 X 333,333 A $2 7,000,001 I Indirect(1)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant $2 02/21/2008 X 333,333 (2) 01/03/2014 Common Stock 333,333 (3) 2,166,667 I Indirect(1)
Warrant No. 2 $2 02/21/2008 X 1,666,667 (2) 01/03/2010 Common Stock 1,666,667 (3) 0 I Indirect(1)
Warrant No. 4 $2 02/21/2008 J(4) 2,000,000 (2) 02/21/2013 Common Stock 2,000,000 (4) 2,000,000 I Indirect(1)
Warrant No. 5 $2 02/21/2008 J(4) 2,000,000 (5) (5) Common Stock 2,000,000 (4) 2,000,000 I Indirect(1)
1. Name and Address of Reporting Person*
CBS CORP

(Last) (First) (Middle)
51 WEST 52ND STREET

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Showtime Networks Inc.

(Last) (First) (Middle)
C/O CBS CORPORATION
51 WEST 52ND STREET

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CBS Operations Inc.

(Last) (First) (Middle)
C/O CBS CORPORATION
51 WEST 52ND STREET

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NAIRI INC

(Last) (First) (Middle)
200 ELM STREET

(Street)
DEDHAM MA 02026

(City) (State) (Zip)
1. Name and Address of Reporting Person*
NATIONAL AMUSEMENTS INC /MD/

(Last) (First) (Middle)
200 ELM STREET

(Street)
DEDHAM MA 02026

(City) (State) (Zip)
1. Name and Address of Reporting Person*
REDSTONE SUMNER M

(Last) (First) (Middle)
C/O CBS CORPORATION
51 WEST 52ND STREET

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
Explanation of Responses:
1. The Common Stock and the Warrants are held by Showtime Networks Inc. (SNI), a wholly-owned subsidiary of CBS Operations Inc., which in turn is a wholly-owned subsidiary of CBS Corporation, and may also be deemed to be beneficially owned by (a) NAIRI, Inc. (NAIRI), which owns approximately 79% of CBS Corporation's voting stock, (b) NAIRI's parent corporation, National Amusements, Inc. ("NAI"), and (c) Sumner M. Redstone, who is the controlling stockholder of NAI.
2. Current
3. This Warrant was received as consideration for entering into a certain agreement between the Issuer and SNI dated November 8, 2006.
4. This Warrant was received as consideration for entering into a certain agreement dated February 21, 2008 between the Issuer and CBS Entertainment.
5. This Warrant vests in four equal tranches upon the exhibition of certain programming. Each tranche of this Warrant shall expire 60 months from the vesting date of such tranche.
Remarks:
By: Angeline C. Straka, SVP and Secretary 02/25/2008
By: Angeline C. Straka, SVP and Secretary 02/25/2008
By: Angeline C. Straka, SVP and Secretary 02/25/2008
By: Sumner M. Redstone, Chairman & President 02/25/2008
By: Sumner M. Redstone, Chairman & CEO 02/25/2008
/s/ Redstone, Sumner M. 02/25/2008
** 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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