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*
MOONVES LESLIE
(Last) (First) (Middle)
51 WEST 52ND STREET
(Street)
NEW YORK NY 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/12/2014
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)
Code V Amount (A) or (D) Price
CBS Class B common stock 02/14/2014 M 500,000 A $28.7 1,762,196 D
CBS Class B common stock 02/14/2014 S 171,092 D $64.4974(1) 1,591,104 D
CBS Class B common stock 02/14/2014 S 328,908 D $65.1826(2) 1,262,196 D
CBS Class B common stock 02/12/2014 M 167,785 A $0.0000(3) 167,785 I By Family Trust H
CBS Class B common stock 02/12/2014 F 92,702 D $61.85 75,083 I By Family Trust H
CBS Class B common stock 02/12/2014 M 36,642 A $0.0000(3) 36,642 I By Family Trust I
CBS Class B common stock 02/12/2014 F 20,245 D $61.85 16,397 I By Family Trust I
CBS Class B common stock 4,353 I By 2008 Trust II
CBS Class B common stock 233,810 I By 2010 Trust II
CBS Class B common stock 1,966 I By 401(k)
CBS Class B common stock 154,792 I By Family Trust B
CBS Class B common stock 271 I By IRA
CBS Class B common stock 1,976 I By Spouse
CBS Class B common stock 2,635 I By Spouse - 401(k) Plan
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
Employee Stock Option (right to buy)(4) $28.7 02/14/2014 M 500,000 (5) 10/19/2015 CBS Class B common stock 500,000 $0.0000 4,500,000 D
Restricted Share Units - S(6) $0.0000(7) 02/12/2014 M 167,785 02/12/2014(7) (7) CBS Class B common stock 167,785 $0.0000 167,785 I By Family Trust H(8)
Restricted Share Units(6) $0.0000(9) 02/12/2014 M 36,642 02/12/2014(9) (9) CBS Class B common stock 36,642 $0.0000 73,286 I By Family Trust I(8)
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.93 to $64.905, inclusive. The reporting person undertakes to provide upon request by the the staff of the U.S. Securities and Exchange Commission, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price within teh range set forth in this footnote.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.91 to $65.89, inclusive. The reporting person undertakes to provide upon request by the staff of the U.S. Securities and Exchange Commission, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
3. On February 12, 2014, the closing price of the CBS Class B common stock on the NYSE was $61.85.
4. Right to buy under Issuer's long term incentive plan.
5. Current.
6. Granted under the Issuer's long term incentive plan.
7. These Restricted Share Units (RSUs) vest in two equal annual installments and are settled by delivery of a corresponding number of the Issuer's shares upon vesting.
8. Reflects that Reporting Person has assigned these Restricted Share Units to family trusts.
9. These Restricted Share Units (RSUs) vest in three equal annual installments and are settled by delivery of a corresponding number of the Issuer's shares upon vesting.
/s/ Leslie Moonves 02/14/2014
** 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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