Edgar Filing: Gill Charest Katherine

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Gill Charest Katherine

2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2010

3. Issuer Name and Ticker or Trading Symbol
Viacom Inc. [VIA, VIAB]

(Last)

(First)

(Middle)

1515 BROADWAY

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

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

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10036

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 Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	2,881	D	Â
Class B Common Stock	481	I	By 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy) ⁽¹⁾	Â ⁽²⁾	06/08/2018	Class B Common Stock	6,110	$ 32.55	D	Â
Restricted Share Units ⁽³⁾	Â ⁽⁴⁾	Â ⁽⁴⁾	Class B Common Stock	638	$ ⁽⁴⁾	D	Â
Restricted Share Units ⁽³⁾	Â ⁽⁵⁾	Â ⁽⁵⁾	Class B Common Stock	1,586	$ ⁽⁵⁾	D	Â
Restricted Share Units ⁽¹⁾	Â ⁽⁶⁾	Â ⁽⁶⁾	Class B Common Stock	2,955	$ ⁽⁶⁾	D	Â
Restricted Share Units ⁽¹⁾	Â ⁽⁷⁾	Â ⁽⁷⁾	Class B Common Stock	2,765	$ ⁽⁷⁾	D	Â
Class B Phantom Common Stock Units	Â ⁽⁸⁾	Â ⁽⁸⁾	Class B Common Stock	208	$ ⁽⁸⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Gill Charest Katherine 1515 BROADWAY NEW YORK,Â NYÂ 10036	Â	Â	Â SVP, Controller	Â

Signatures

/s/ Michael D. Fricklas, Attorney-in-Fact for Katherine Gill-Charest		10/12/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Granted under the Viacom Inc. 2006 Long-Term Management Incentive Plan, as amended and restated December 2, 2008, for no consideration.
(2)	The Stock Options were granted on June 8, 2010 and will vest in four equal annual installments beginning on June 8, 2011.
(3)	Granted under the Viacom Inc. 2006 Long-Term Management Incentive Plan, as amended and restated April 12, 2007, for no consideration.
(4)	The remaining Restricted Share Units, originally granted on May 29, 2007, will vest on May 29, 2011 and will be settled by delivery of a corresponding number of shares of the Issuer's Class B common stock upon vesting.
(5)	The remaining Restricted Share Units, originally granted on June 4, 2008, will vest in two equal annual installments beginning on June 4, 2011 and will be settled by delivery of a corresponding number of shares of the Issuer's Class B common stock upon vesting.
(6)	The remaining Restricted Share Units, originally granted on June 3, 2009, will vest in three equal annual installments beginning on June 3, 2011 and will be settled by delivery of a corresponding number of shares of the Issuer's Class B common stock upon vesting.
(7)	The Restricted Share Units were granted on June 8, 2010, will vest in four equal annual installments beginning on June 8, 2011 and will be settled by delivery of a corresponding number of shares of the Issuer's Class B common stock upon vesting.
(8)	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 B Phantom Common Stock Unit is the economic equivalent of one share of the Issuer's Class B common stock.

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