CBS : Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549	OMB APPROVAL
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
OMB Number:	3235-0287
	Estimated average burden
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934	hours per response:	0.5
or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person*

2. Issuer Name and Ticker or Trading Symbol

5. Relationship of Reporting Person(s) to Issuer

Bakish Robert M

ViacomCBS Inc.[ VIACA,VIAC ]

(Check all applicable)

X

Director

10% Owner

X

Officer (give title

Other (specify

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

(Last)

(First)

(Middle)

below)

below)

1515 BROADWAY

09/30/2020

President and CEO

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

6. Individual or Joint/Group Filing (Check Applicable

(Street)

Line)

NEW YORK

NY

10036

X Form filed by One Reporting Person

Form filed by More than One Reporting

(City)

(State)

(Zip)

Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2. Transaction

2A. Deemed

3.

4. Securities Acquired (A) or

5. Amount of

6. Ownership

7. Nature of

Date

Execution Date,

Transaction

Disposed Of (D) (Instr. 3, 4 and 5)

Securities

Form: Direct

Indirect

(Month/Day/Year)

if any

Code (Instr.

Beneficially

(D) or Indirect

Beneficial

(Month/Day/Year)

8)

Owned Following

(I) (Instr. 4)

Ownership

Reported

(Instr. 4)

Code

V

Amount

(A) or

Price

Transaction(s)

(D)

(Instr. 3 and 4)

Class B common stock

09/30/2020

M

83,888(1)

A

$0(2)

361,067(3)

D

Class B common stock

09/30/2020

F

62,695(4)

D

$0(2)

298,372

D

Class B common stock

110

I

By

Daughter

Class B common stock

33

I

By

Daughter

Class B common stock

2,780

I

By

401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of

2.

3. Transaction

3A. Deemed

4.

5. Number of

6. Date Exercisable and

7. Title and

8. Price of

9. Number of

10.

11. Nature

Derivative

Conversion

Date

Execution Date,

Transaction

Derivative

Expiration Date

Amount of

Derivative

derivative

Ownership

of Indirect

Security

or Exercise

(Month/Day/Year)

if any

Code (Instr.

Securities

(Month/Day/Year)

Securities

Security

Securities

Form:

Beneficial

(Instr. 3)

Price of

(Month/Day/Year)

8)

Acquired (A)

Underlying

(Instr. 5)

Beneficially

Direct (D)

Ownership

Derivative

or Disposed

Derivative

Owned

or Indirect

(Instr. 4)

Security

of (D) (Instr. 3,

Security (Instr. 3

Following

(I) (Instr. 4)

4 and 5)

and 4)

Reported

Transaction(s)

Amount

(Instr. 4)

or

Date

Expiration

Number

Code

V

(A)

(D)

Title

of

Exercisable

Date

Shares

Restricted

83,888(7)

Class B

83,888

$0.0000(5)

Share

(6)

09/30/2020

M

09/30/2020

(6)

common

0.0000

D

Units(5)

stock

Explanation of Responses:

1. These shares were issued on September 30, 2020 upon settlement of restricted share units that were initially granted on November 20, 2017 as performance share units (the "RSUs").
2. On September 30, 2020, the closing price of the Class B common stock on The NASDAQ Global Select Market was $28.01 per share.
3. Includes shares acquired periodically pursuant to a dividend reinvestment program meeting the requirements of Rule 16a-11.
4. These shares were withheld by ViacomCBS to satisfy tax liability incident to the settlement of, and delivery of the 128,027 shares underlying, the RSUs, and were not actually sold or otherwise disposed of in an open-market transaction.
5. Initially granted as performance share units under the Viacom Inc. 2016 Long-Term Management Incentive Plan for no consideration.
6. These RSUs vested on September 30, 2020 and were settled by delivery of a corresponding number of shares of Class B common stock.
7. This number was previously shown as a holding of 128,027; it is adjusted here to reflect that 44,139 of the 128,027 shares were already included on Table 1, as permissible.

/s/ Christa A. D'Alimonte, Attorney-in-Fact for Robert M. 10/02/2020 Bakish

** 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).

• Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
  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 Number.