0000947871-19-000936.txt : 20191206 0000947871-19-000936.hdr.sgml : 20191206 20191206205750 ACCESSION NUMBER: 0000947871-19-000936 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191204 FILED AS OF DATE: 20191206 DATE AS OF CHANGE: 20191206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dalimonte Christa A CENTRAL INDEX KEY: 0001701642 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09553 FILM NUMBER: 191274181 MAIL ADDRESS: STREET 1: C/O VIACOM INC. STREET 2: 1515 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ViacomCBS Inc. CENTRAL INDEX KEY: 0000813828 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 042949533 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1515 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2122586000 MAIL ADDRESS: STREET 1: 1515 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: CBS CORP DATE OF NAME CHANGE: 20060109 FORMER COMPANY: FORMER CONFORMED NAME: VIACOM INC DATE OF NAME CHANGE: 19920703 4 1 ownership.xml X0306 4 2019-12-04 0 0000813828 ViacomCBS Inc. VIACA,VIAC 0001701642 Dalimonte Christa A 1515 BROADWAY NEW YORK NY 10036 0 1 0 0 EVP, General Counsel & Secy Class B Common Stock 2019-12-04 4 A 0 16811 A 16811 D Employee Stock Option (Right to Buy) 116.66 2019-12-04 4 A 0 4579 A Class B Common Stock 4579 4579 D Employee Stock Option (Right to Buy) 141.65 2019-12-04 4 A 0 3600 A Class B Common Stock 3600 3600 D Employee Stock Option (Right to Buy) 110.56 2019-12-04 4 A 0 6546 A Class B Common Stock 6546 6546 D Employee Stock Option (Right to Buy) 65.17 2019-12-04 4 A 0 8271 A Class B Common Stock 8271 8271 D Employee Stock Option (Right to Buy) 57.01 2019-12-04 4 A 0 27976 A Class B Common Stock 27976 27976 D Employee Stock Option (Right to Buy) 56.05 2019-12-04 4 A 0 22909 A Class B Common Stock 22909 22909 D Employee Stock Option (Right to Buy) 51.76 2019-12-04 4 A 0 26917 A Class B Common Stock 26917 26917 D Restricted Share Units 2019-12-04 4 A 0 690 A Class B Common Stock 690 690 D Restricted Share Units 2019-12-04 4 A 0 4210 A Class B Common Stock 4210 4210 D Restricted Share Units 2019-12-04 4 A 0 5908 A Class B Common Stock 5908 5908 D Restricted Share Units 2019-12-04 4 A 0 5579 A Class B Common Stock 5579 5579 D Restricted Share Units 2019-12-04 4 A 0 74142 A Class B Common Stock 74142 74142 D Performance Share Units 2019-12-04 4 A 0 7170 A Class B Common Stock 7170 7170 D Performance Share Units 2019-12-04 4 A 0 8565 A Class B Common Stock 8565 8565 D Pursuant to the terms of the Agreement and Plan of Merger, dated as of August 13, 2019, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of October 16, 2019, by and between CBS Corporation ("CBS") and Viacom Inc. ("Viacom") (the "Merger Agreement"), on December 4, 2019 (the "Closing Date"), Viacom merged with and into CBS with CBS continuing as the surviving corporation. Pursuant to the Merger Agreement, on the Closing Date each share of Viacom Class B Common Stock held by the reporting person was converted automatically into 0.59625 shares of Class B Common Stock of CBS. The closing price of CBS's Class B Common Stock on December 4, 2019 was $40.77 per share. Represents Stock Options granted under the Viacom Inc. 2006 Long-Term Management Incentive Plan, as amended and restated January 1, 2011 (the "2006 Plan"), on May 22, 2013. Each Stock Option was converted into a CBS Stock Option pursuant to the terms of the Merger Agreement. Represents Stock Options granted under the 2006 Plan on May 21, 2014. Each Stock Option was converted into a CBS Stock Option pursuant to the terms of the Merger Agreement. Represents Stock Options granted under the 2006 Plan on May 20, 2015. Each Stock Option was converted into a CBS Stock Option pursuant to the terms of the Merger Agreement. Represents Stock Options granted under the Viacom Inc. 2016 Long Term Management Incentive Plan (the "2016 Plan") on May 18, 2016. Each Stock Option was converted into a CBS Stock Option pursuant to the terms of the Merger Agreement. Represents Stock Options granted under the 2016 Plan on May 18, 2017. Each Stock Option was converted into a CBS Stock Option pursuant to the terms of the Merger Agreement. Represents Stock Options granted under the 2016 Plan on January 31, 2018. Each Stock Option was converted into a CBS Stock Option pursuant to the terms of the Merger Agreement. Represents Stock Options granted under the 2016 Plan on November 30, 2018. Each Stock Option was converted into a CBS Stock Option pursuant to the terms of the Merger Agreement. Represents restricted stock units ("RSUs") granted under the 2016 Plan on May 18, 2016. These RSUs were converted into CBS RSUs pursuant to the terms of the Merger Agreement. Represents RSUs granted under the 2016 Plan on May 18, 2017. These RSUs were converted into CBS RSUs pursuant to the terms of the Merger Agreement. Represents RSUs granted under the 2016 Plan on January 31, 2018. These RSUs were converted into CBS RSUs pursuant to the terms of the Merger Agreement. Represents RSUs granted under the 2016 Plan on November 30, 2018. These RSUs were converted into CBS RSUs pursuant to the terms of the Merger Agreement. Represents RSUs granted under the 2016 Plan on November 1, 2019. These RSUs were converted into CBS RSUs pursuant to the terms of the Merger Agreement. Represents performance share units ("PSUs") earned at a specified level pursuant to the terms of the Merger Agreement. The PSUs were originally granted under the 2016 Plan on November 20, 2017. These PSUs were converted into time-vesting CBS RSUs pursuant to the terms of the Merger Agreement. Represents PSUs earned at a specified level pursuant to the terms of the Merger Agreement. The PSUs were originally granted under the 2016 Plan on November 30, 2018. These PSUs were converted into time-vesting CBS RSUs pursuant to the terms of the Merger Agreement. /s/ Christa A. D'Alimonte 2019-12-06