Form Type: 4

SEC EDGAR Link
Accession Number:0000947871-19-000929
Date:2019-12-04
Issuer: VIACOMCBS INC. (VIACA,VIAC)
Original Submission Date:

Reporting Person:

SELIGMAN NICOLE
1515 BROADWAY
NEW YORK, NY 10036

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS B COMMON STOCK 2019-12-04 A 5,935 a $0.00 5,935 direct
CLASS B COMMON STOCK 2019-12-04 A 298 a $0.00 298 indirect
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED SHARE UNITS 0.0 2019-12-04 deemed execution date A 3,546 (a) class b common stock 3,546 $0.00 3,546 direct
Footnotes
IDfootnote
f1 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.
f2 represents restricted stock units ("rsus") that, pursuant to the merger agreement, were converted from viacom rsus granted under the viacom inc. 2011 rsu plan for outside directors, as amended and restated on january 1, 2016, and as further amended and restated as of october 31, 2016, and that vest on january 31, 2020.
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