SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Freston Thomas E

(Last)

(First)

(Middle)

1515 BROADWAY

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

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
X	Officer (give title below)	Other (specify below)
	President and CEO

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

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/31/2005		A		37	A	⁽¹⁾	37	I	By 401(k)
Class B Common Stock	12/31/2005		A		389	A	⁽²⁾	389	I	By 401(k)
Class B Common Stock	12/31/2005		A		32	A	⁽²⁾	32	I	By Spouse's IRA

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Phantom Common Stock Units⁽³⁾	⁽⁴⁾	12/31/2005		A		1,375		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	1,375	⁽⁴⁾	1,375	D
Class B Phantom Common Stock Units⁽³⁾	⁽⁵⁾	12/31/2005		A		5,211		⁽⁵⁾	⁽⁵⁾	Class B Common Stock	5,211	⁽⁵⁾	5,211	D
Employee Stock Option (Right to Buy)⁽⁶⁾	$38.55	01/03/2006		A		1,048,085		⁽⁷⁾	08/20/2008	Class B Common Stock	1,048,085	⁽⁸⁾	1,048,085	D
Employee Stock Option (Right to Buy)⁽⁶⁾	$70.3203	01/03/2006		A		792,802		⁽⁷⁾	05/04/2010	Class B Common Stock	792,802	⁽⁸⁾	792,802	D
Employee Stock Option (Right to Buy)⁽⁶⁾	$71.9096	01/03/2006		A		237,840		⁽⁷⁾	05/23/2011	Class B Common Stock	237,840	⁽⁸⁾	237,840	D
Employee Stock Option (Right to Buy)⁽⁶⁾	$60.7466	01/03/2006		A		317,120		⁽⁷⁾	05/22/2012	Class B Common Stock	317,120	⁽⁸⁾	317,120	D
Employee Stock Option (Right to Buy)⁽⁶⁾	$49.6089	01/03/2006		A		317,120		⁽⁷⁾	01/29/2013	Class B Common Stock	317,120	⁽⁸⁾	317,120	D
Employee Stock Option (Right to Buy)⁽⁶⁾	$50.9459	01/03/2006		A		317,120		⁽⁷⁾	01/28/2014	Class B Common Stock	317,120	⁽⁸⁾	317,120	D
Employee Stock Option (Right to Buy)⁽⁶⁾	$44.7906	01/03/2006		A		792,802		⁽⁹⁾	07/01/2014	Class B Common Stock	792,802	⁽⁸⁾	792,802	D
Employee Stock Option (Right to Buy)⁽⁶⁾	$44.7906	01/03/2006		A		396,401		⁽⁷⁾	07/01/2014	Class B Common Stock	396,401	⁽⁸⁾	1,189,203	D

Explanation of Responses:

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 A common stock was exchanged for 0.5 shares of CBS Corporation Class A common stock and 0.5 shares of the Issuer's Class A 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 A common stock on the New York Stock Exchange was $40.00 per share. The Issuer changed its name from New Viacom Corp. to Viacom Inc. upon completion of the Merger.

2. 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.

3. Phantom Common Stock Units are payable in cash at the beginning of the year after the Reporting Person ceases to be an executive officer of the Issuer pursuant to a deferred compensation arrangement with the Issuer. Each Phantom Common Stock Unit is the economic equivalent of one share of the Issuer's Class B common stock

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. 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.

6. Right to buy under the Viacom Inc. 2006 Long-Term Management Incentive Plan.

7. Current.

8. 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.

9. These options vest annually in four equal installments beginning on July 1, 2005.

Remarks:

	By: Michael D. Fricklas, Attorney-in-Fact	01/04/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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