Edgar Filing: SCHWARTZ WILLIAM

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SCHWARTZ WILLIAM

2. Issuer Name and Ticker or Trading Symbol
New Viacom Corp. [VIA, VIAB]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

1515 BROADWAY

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2005

(Street)

NEW YORK, NY 10036

4. If Amendment, Date 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

(City)

(State)

(Zip)

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
Class B Common Stock	12/31/2005		A		4,500	A	⁽¹⁾	4,500	D

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)

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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class A Phantom Common Stock Units ⁽²⁾

⁽²⁾

12/31/2005

10,822

⁽²⁾

Class A Common Stock

10,822

⁽³⁾

10,822

Class B Phantom Common Stock Units ⁽²⁾

⁽²⁾

12/31/2005

10,984

⁽²⁾

Class B Common Stock

10,984

⁽⁴⁾

10,984

Director Stock Option (Right to Buy) ⁽⁵⁾

$ 43.2013

01/03/2006

2,378

⁽⁶⁾

08/01/2008

Class B Common Stock

2,378

⁽⁷⁾

2,378

Director Stock Option (Right to Buy) ⁽⁵⁾

$ 52.8979

01/03/2006

2,378

⁽⁶⁾

08/01/2009

Class B Common Stock

2,378

⁽⁷⁾

2,378

Director Stock Option (Right to Buy) ⁽⁵⁾

$ 88.2945

01/03/2006

2,378

⁽⁶⁾

08/01/2010

Class B Common Stock

2,378

⁽⁷⁾

2,378

Director Stock Option (Right to Buy) ⁽⁵⁾

$ 69.6265

01/03/2006

2,378

⁽⁶⁾

01/31/2011

Class B Common Stock

2,378

⁽⁷⁾

2,378

Director Stock Option (Right to Buy) ⁽⁵⁾

$ 50.4414

01/03/2006

2,378

⁽⁶⁾

01/31/2012

Class B Common Stock

2,378

⁽⁷⁾

2,378

Director Stock Option (Right to Buy) ⁽⁵⁾

$ 48.6251

01/03/2006

2,378

⁽⁶⁾

01/31/2013

Class B Common Stock

2,378

⁽⁷⁾

2,378

Director Stock Option (Right to Buy) ⁽⁵⁾

$ 50.8324

01/03/2006

3,171

⁽⁸⁾

01/31/2014

Class B Common Stock

3,171

⁽⁷⁾

3,171

Director Stock Option (Right to Buy) ⁽⁵⁾

$ 47.0988

01/03/2006

3,171

⁽⁹⁾

01/31/2015

Class B Common Stock

3,171

⁽⁷⁾

3,171

Restricted Share Units ⁽¹⁰⁾ ⁽¹¹⁾

⁽¹¹⁾

01/03/2006

1,239

05/26/2006⁽¹¹⁾

⁽¹¹⁾

Class B Common Stock

1,239

⁽¹²⁾

1,239

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SCHWARTZ WILLIAM 1515 BROADWAY NEW YORK, NY 10036	X

Signatures

By: Michael D. Fricklas, Attorney-in-Fact		01/04/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	The Reporting Person has elected to defer payment of director retainer and meeting fees pursuant to the Viacom Inc. Deferred Compensation Plan for Outside Directors. Deferred amounts are deemed invested quarterly in a number of Phantom Common Stock Units equal to the number of shares of Class A and Class B Common Stock that such deferred amounts would have purchased on the first day of the quarter. Phantom Common Stock Units are paid out after the Director's retirement from the Board and are settled in cash.
(3)	In the Merger, each share of Viacom Class A Phantom common stock was deemed exchanged for 0.5 shares of CBS Corporation Class A Phantom common stock and 0.5 shares of the Issuer's Class A 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 A common stock on the New York Stock Exchange was $40.00 per share.
(4)	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.
(5)	Right to buy under the Viacom Inc. 2006 Stock Option Plan for Outside Directors.
(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 three equal installments beginning on January 31, 2005.
(9)	These options vest annually in three equal installments beginning on January 31, 2006.
(10)	Granted under the Viacom Inc. 2006 RSU Plan for Outside Directors.
(11)	Each Restricted Share Unit is the economic equivalent of one share of the Issuer's Class B common stock. The Restricted Share Units will vest on May 26, 2006 and will be settled by delivery of a corresponding number of shares upon vesting, unless the Reporting Person has elected to defer settlement.
(12)	In the Merger, each grant of Restricted Share Units of Viacom Class B common stock was converted into a number of Restricted Share Units of the Issuer's Class B common stock determined by multiplying the number of Restricted Share Units included in the grant before the Merger by 0.792802.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.