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^*

Phelps Julia

(Last)

(First)

(Middle)

1515 BROADWAY

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ViacomCBS Inc. [ VIACA,VIAC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Comms & Corp Mktg

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2019

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⁽¹⁾	12/04/2019		A		5,570	A	⁽¹⁾	5,570	D
Class B Common Stock	12/04/2019		A		147	A	⁽¹⁾	147	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)
Employee Stock Option (Right to Buy)	$65.17	12/04/2019		A		2,067		⁽²⁾	⁽²⁾	Class B Common Stock	2,067	⁽²⁾	2,067	D
Employee Stock Option (Right to Buy)	$57.01	12/04/2019		A		10,491		⁽³⁾	⁽³⁾	Class B Common Stock	10,491	⁽³⁾	10,491	D
Employee Stock Option (Right to Buy)	$56.05	12/04/2019		A		7,264		⁽⁴⁾	⁽⁴⁾	Class B Common Stock	7,264	⁽⁴⁾	7,264	D
Employee Stock Option (Right to Buy)	$51.76	12/04/2019		A		12,235		⁽⁵⁾	⁽⁵⁾	Class B Common Stock	12,235	⁽⁵⁾	12,235	D
Restricted Share Units	⁽⁶⁾	12/04/2019		A		173		⁽⁶⁾	⁽⁶⁾	Class B Common Stock	173	⁽⁶⁾	173	D
Restricted Share Units	⁽⁷⁾	12/04/2019		A		1,579		⁽⁷⁾	⁽⁷⁾	Class B Common Stock	1,579	⁽⁷⁾	1,579	D
Restricted Share Units	⁽⁸⁾	12/04/2019		A		1,873		⁽⁸⁾	⁽⁸⁾	Class B Common Stock	1,873	⁽⁸⁾	1,873	D
Restricted Share Units	⁽⁹⁾	12/04/2019		A		2,536		⁽⁹⁾	⁽⁹⁾	Class B Common Stock	2,536	⁽⁹⁾	2,536	D
Restricted Share Units	⁽¹⁰⁾	12/04/2019		A		23,725		⁽¹⁰⁾	⁽¹⁰⁾	Class B Common Stock	23,725	⁽¹⁰⁾	23,725	D
Performance Share Units	⁽¹¹⁾	12/04/2019		A		3,586		⁽¹¹⁾	⁽¹¹⁾	Class B Common Stock	3,586	⁽¹¹⁾	3,586	D
Performance Share Units	⁽¹²⁾	12/04/2019		A		3,893		⁽¹²⁾	⁽¹²⁾	Class B Common Stock	3,893	⁽¹²⁾	3,893	D

Explanation of Responses:

1. 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. The closing price of CBS's Class B Common Stock on December 4, 2019 was $40.77 per share.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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	12/06/2019
	** Signature of Reporting Person	Date
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