Form Type: 4

SEC EDGAR Link
Accession Number:0000947871-19-000936
Date:2019-12-04
Issuer: VIACOMCBS INC. (VIACA,VIAC)
Original Submission Date:

Reporting Person:

DALIMONTE CHRISTA A
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 16,811 a $0.00 16,811 direct
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
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 116.66 2019-12-04 deemed execution date A 4,579 (a) class b common stock 4,579 $116.66 4,579 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 141.65 2019-12-04 deemed execution date A 3,600 (a) class b common stock 3,600 $141.65 3,600 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 110.56 2019-12-04 deemed execution date A 6,546 (a) class b common stock 6,546 $110.56 6,546 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 65.17 2019-12-04 deemed execution date A 8,271 (a) class b common stock 8,271 $65.17 8,271 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 57.01 2019-12-04 deemed execution date A 27,976 (a) class b common stock 27,976 $57.01 27,976 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 56.05 2019-12-04 deemed execution date A 22,909 (a) class b common stock 22,909 $56.05 22,909 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 51.76 2019-12-04 deemed execution date A 26,917 (a) class b common stock 26,917 $51.76 26,917 direct
RESTRICTED SHARE UNITS 0.0 2019-12-04 deemed execution date A 690 (a) class b common stock 690 $0.00 690 direct
RESTRICTED SHARE UNITS 0.0 2019-12-04 deemed execution date A 4,210 (a) class b common stock 4,210 $0.00 4,210 direct
RESTRICTED SHARE UNITS 0.0 2019-12-04 deemed execution date A 5,908 (a) class b common stock 5,908 $0.00 5,908 direct
RESTRICTED SHARE UNITS 0.0 2019-12-04 deemed execution date A 5,579 (a) class b common stock 5,579 $0.00 5,579 direct
RESTRICTED SHARE UNITS 0.0 2019-12-04 deemed execution date A 74,142 (a) class b common stock 74,142 $0.00 74,142 direct
PERFORMANCE SHARE UNITS 0.0 2019-12-04 deemed execution date A 7,170 (a) class b common stock 7,170 $0.00 7,170 direct
PERFORMANCE SHARE UNITS 0.0 2019-12-04 deemed execution date A 8,565 (a) class b common stock 8,565 $0.00 8,565 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 stock options granted under the viacom inc. 2006 long-term management incentive plan, as amended and restated january 1, 2011 (the "2006 plan"), on may 22, 2013. each stock option was converted into a cbs stock option pursuant to the terms of the merger agreement.
f3 represents stock options granted under the 2006 plan on may 21, 2014. each stock option was converted into a cbs stock option pursuant to the terms of the merger agreement.
f4 represents stock options granted under the 2006 plan on may 20, 2015. each stock option was converted into a cbs stock option pursuant to the terms of the merger agreement.
f5 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.
f6 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.
f7 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.
f8 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.
f9 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.
f10 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.
f11 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.
f12 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.
f13 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.
f14 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.
f15 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.
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