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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 | ||||||||
Director Stock Option (Right to Buy) (2) | $ 70.3203 | 01/03/2006 | A | 4,886 | (3) | 05/04/2010 | Class B Common Stock | 4,886 | (4) | 4,886 | D | ||||
Director Stock Option (Right to Buy) (2) | $ 88.2945 | 01/03/2006 | A | 1,465 | (3) | 08/01/2010 | Class B Common Stock | 1,465 | (4) | 1,465 | D | ||||
Director Stock Option (Right to Buy) (2) | $ 69.6265 | 01/03/2006 | A | 1,465 | (3) | 01/31/2011 | Class B Common Stock | 1,465 | (4) | 1,465 | D | ||||
Director Stock Option (Right to Buy) (2) | $ 50.4414 | 01/03/2006 | A | 1,465 | (3) | 01/31/2012 | Class B Common Stock | 1,465 | (4) | 1,465 | D | ||||
Director Stock Option (Right to Buy) (2) | $ 48.6251 | 01/03/2006 | A | 1,465 | (3) | 01/31/2013 | Class B Common Stock | 1,465 | (4) | 1,465 | D | ||||
Director Stock Option (Right to Buy) (2) | $ 50.8324 | 01/03/2006 | A | 1,954 | (5) | 01/31/2014 | Class B Common Stock | 1,954 | (4) | 1,954 | D | ||||
Director Stock Option (Right to Buy) (2) | $ 47.0988 | 01/03/2006 | A | 1,954 | (6) | 01/31/2015 | Class B Common Stock | 1,954 | (4) | 1,954 | D | ||||
Restricted Share Units (7) (8) | (8) | 01/03/2006 | A | 763 | 05/26/2006(8) | (8) | Class B Common Stock | 763 | (9) | 763 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DAUMAN PHILIPPE P 1515 BROADWAY NEW YORK, NY 10036 |
X |
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) | Right to buy under the Viacom Inc. 2006 Stock Option Plan for Outside Directors. |
(3) | Current. |
(4) | In the Merger, each grant of stock options to buy Viacom Class B common stock was converted into an equal number of stock options to buy CBS Corporation Class B common stock and the Issuer's Class B common stock determined by multiplying the number of outstanding stock options included in the grant before the Merger by 0.488609. The per share exercise price of the converted stock options was determined by dividing the pre-Merger exercise price by 1.273438 for the CBS Corporation and by 0.792802 for the Issuer's options. |
(5) | These options vest annually in three equal installments beginning on January 31, 2005. |
(6) | These options vest annually in three equal installments beginning on January 31, 2006. |
(7) | Granted under the Viacom Inc. 2006 RSU Plan for Outside Directors. |
(8) | 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. |
(9) | In the Merger, each grant of Restricted Share Units of Viacom Class B common stock was converted into an equal number of Restricted Share Units of CBS Corporation Class B common stock and 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 0.488609. |