Accession Number: | 0000947871-19-000929 |
Date: | 2019-12-04 |
Issuer: | VIACOMCBS INC. (VIACA,VIAC) |
Original Submission Date: |
SELIGMAN NICOLE
1515 BROADWAY
NEW YORK, NY 10036
Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature 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 |
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 Exercisable | Expiration 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 |
ID | footnote |
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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. |