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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Phantom Common Stock Units (2) | (3) | 12/31/2005 | A | 2,488 | (3) | (3) | Class B Common Stock | 2,488 | (3) | 2,488 | D | ||||
Class B Phantom Common Stock Units (4) | (3) | 12/31/2005 | A | 6,207 | (3) | (3) | Class B Common Stock | 6,207 | (3) | 6,207 | D | ||||
Employee Stock Option (Right to Buy) (5) | $ 23.5715 | 01/03/2006 | A | 11,892 | (6) | 12/12/2006 | Class B Common Stock | 11,892 | (7) | 11,892 | D | ||||
Employee Stock Option (Right to Buy) (5) | $ 19.2356 | 01/03/2006 | A | 39,640 | (6) | 08/01/2007 | Class B Common Stock | 39,640 | (7) | 39,640 | D | ||||
Employee Stock Option (Right to Buy) (5) | $ 52.8979 | 01/03/2006 | A | 79,280 | (6) | 08/01/2009 | Class B Common Stock | 79,280 | (7) | 79,280 | D | ||||
Employee Stock Option (Right to Buy) (5) | $ 72.2123 | 01/03/2006 | A | 7,928 | (6) | 11/01/2010 | Class B Common Stock | 7,928 | (7) | 7,928 | D | ||||
Employee Stock Option (Right to Buy) (5) | $ 69.6265 | 01/03/2006 | A | 43,604 | (6) | 01/31/2011 | Class B Common Stock | 43,604 | (7) | 43,604 | D | ||||
Employee Stock Option (Right to Buy) (5) | $ 46.0141 | 01/03/2006 | A | 51,532 | (6) | 10/11/2011 | Class B Common Stock | 51,532 | (7) | 51,532 | D | ||||
Employee Stock Option (Right to Buy) (5) | $ 47.1493 | 01/03/2006 | A | 105,640 | (8) | 01/26/2013 | Class B Common Stock | 105,640 | (7) | 105,640 | D | ||||
Employee Stock Option (Right to Buy) (5) | $ 49.6089 | 01/03/2006 | A | 51,532 | (6) | 01/29/2013 | Class B Common Stock | 51,532 | (7) | 51,532 | D | ||||
Employee Stock Option (Right to Buy) (5) | $ 50.9459 | 01/03/2006 | A | 51,532 | (6) | 01/28/2014 | Class B Common Stock | 51,532 | (7) | 51,532 | D | ||||
Restricted Stock Units (9) (10) | (9) | 01/03/2006 | A | 19,088 | (9) | (9) | Class B Common Stock | 19,088 | (11) | 19,088 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Bakish Robert M 1515 BROADWAY NEW YORK, NY 10036 |
EVP, Operations & Enterprises |
By: Michael D. Fricklas, Attorney-in-Fact | 01/04/2006 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Acquired pursuant to a merger between the former Viacom Inc. (now known as CBS Corporation) and Viacom Merger Sub Inc. (the Merger), in which each share of Viacom Class B common stock was exchanged for 0.5 shares of CBS Corporation Class B common stock and 0.5 shares of the Issuer's Class B common stock, with fractional shares paid in cash. On January 3, 2006, the first business day following the effective time of the Merger, the opening price of the Issuer's Class B common stock on the New York Stock Exchange was $41.12 per share. The Issuer changed its name from New Viacom Corp. to Viacom Inc. upon completion of the Merger. |
(2) | Phantom Common Stock Units are payable in cash following the Reporting Person's retirement or other termination of service pursuant to the Viacom Bonus Deferral Plan for Designated Senior Executives. Each Viacom Class A Phantom Common Stock Unit is the economic equivalent of one share of the Issuer's Class A common stock and each Viacom Class B Phantom Common Stock Unit is the conomic equivalent of one share of the Issuer's Class B common stock. |
(3) | In the Merger, each share of Viacom Class B Phantom common stock was deemed exchanged for 0.5 shares of CBS Corporation Class B Phantom common stock and 0.5 shares of the Issuer's Class B Phantom common stock. On January 3, 2006, the first business day following the effective time of the Merger, the opening price of the Issuer's Class B common stock on the New York Stock Exchange was $41.12 per share. |
(4) | Phantom Common Stock Units are payable in cash following the Reporting Person's retirement or other termination of service pursuant to the Viacom Excess 401(k) Plan for Designated Senior Executives. Each Viacom Class A Phantom Common Stock Unit is the economic equivalent of one share of the Issuer's Class A common stock and each Viacom Class B Phantom Common Stock Unit is the economic equivalent of one share of the Issuer's Class B common stock. |
(5) | Right to buy under the Viacom Inc. 2006 Long-Term Management Incentive Plan. |
(6) | Current. |
(7) | In the Merger, each grant of stock options to purchase Viacom Class B common stock was converted into a number of stock options to purchase the Issuer's Class B common stock determined by multiplying the number of outstanding stock options included in the grant before the Merger by 0.792802. The per share exercise price of the converted stock option was determined by dividing the pre-Merger exercise price by 0.792802. |
(8) | These options vest annually in four equal installments beginning on January 26, 2006. |
(9) | Each Restricted Stock Unit is the economic equivalent of one share of the Issuer's Class B common stock. The Restricted Stock Units will vest in four equal annual installments beginning on January 26, 2006 and will be settled by delivery of a corresponding number of shares of the Issuer's Class B Common Stock upon vesting. |
(10) | Granted under the Viacom Inc. 2006 Long-Term Management Incentive Plan. |
(11) | In the Merger, each grant of Restricted Stock Units of Viacom Class B common stock was converted into a number of Restricted Stock Units of the Issuer's Class B common stock determined by multiplying the number of Restricted Stock Units included in the grant before the Merger by 0.792802. |