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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
REDSTONE SUMNER M 1515 BROADWAY NEW YORK, NY 10036 |
X | X | Chairman of the Board | |
NATIONAL AMUSEMENTS INC /MD/ 846 UNIVERSITY AVENUE NORWOOD, MA 02062-2631 |
X | X |
/s/ Michael D. Fricklas, Attorney-in-Fact for Sumner M. Redstone | 01/18/2011 | |
**Signature of Reporting Person | Date | |
/s/ Tad Jankowski, Vice President | 01/18/2011 | |
**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) | Shares of the Issuer's Class B common stock were issued to the Reporting Person upon certification by the Compensation Committee of the Issuer's Board of Directors on January 13, 2011 of the vesting of previously granted Performance Share Units ("PSUs") based on the attainment of specified performance criteria for the period January 1, 2008 through December 31, 2010. The PSUs were granted to the Reporting Person for no consideration on January 1, 2008. On January 13, 2011, the closing price of the Issuer's Class B common stock on the New York Stock Exchange was $41.27 per share. |
(2) | Represents shares withheld pursuant to the terms of the Viacom Inc. 2006 Long-Term Management Incentive Plan, as amended and restated January 1, 2011 (the "LTMIP"), to satisfy tax liability incident to the vesting of, and delivery of shares underlying, the PSUs. |
(3) | Bona fide gift by the Reporting Person for no consideration. |
(4) | These securities are owned directly by National Amusements, Inc. (NAI) and may also be deemed to be beneficially owned by Sumner M. Redstone, who is the controlling stockholder of NAI. |