ViacomCBS : 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)

11/10/2020

President and CEO

1515 BROADWAY

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

Date

Execution Date,

Transaction

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

Securities

Form: Direct

of Indirect

(Month/Day/Year)

if any

Code (Instr.

5)

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

11/10/2020

M

7,648

A

$0(1)

376,252

D

Class B common stock

11/10/2020

F

3,746(2)

D

$30.07

372,506

D

Class B common stock

110

I

By

Daughter

Class B common stock

33

I

By

Daughter

Class B common stock

2,804

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

6. Date Exercisable and

7. Title and

8. Price of

9. Number of

10.

11. Nature

Derivative

Conversion

Date

Execution Date,

Transaction

of

Expiration Date

Amount of

Derivative

derivative

Ownership

of Indirect

Security

or Exercise

(Month/Day/Year)

if any

Code (Instr.

Derivative

(Month/Day/Year)

Securities

Security

Securities

Form:

Beneficial

(Instr. 3)

Price of

(Month/Day/Year)

8)

Securities

Underlying

(Instr. 5)

Beneficially

Direct (D)

Ownership

Derivative

Acquired

Derivative

Owned

or Indirect

(Instr. 4)

Security

(A) or

Security (Instr. 3

Following

(I) (Instr. 4)

Disposed

and 4)

Reported

of (D)

Transaction(s)

(Instr. 3, 4

(Instr. 4)

and 5)

Amount

or

Number

Date

Expiration

of

Code

V

(A)

(D)

Exercisable

Date

Title

Shares

Restricted

11/10/2020(1)

Class B

7,648

$0.0000(3)

Share

(1)

11/10/2020

M

7,648

(1)

common

0.0000

D

Units(3)

stock

Explanation of Responses:

1. These shares were issued on November 10, 2020 upon vesting of the final installment of Restricted Share Units ("RSUs") that were initially granted on November 10, 2016. On November 10, 2020, the closing price of the Class B Common Stock on The NASDAQ Global Select Market was $30.07 per share.
2. These shares were withheld by ViacomCBS to satisfy tax liability incident to the vesting of, and delivery of shares underlying, the RSUs, and were not actually sold or otherwise disposed of in an open- market transaction.
3. Initially granted under the Viacom Inc. 2016 Long-Term Management Incentive Plan for no consideration.

/s/ Christa A. D'Alimonte, Attorney-in-Fact for Robert M. 11/12/2020 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.
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