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4//SEC Filing

Freston Thomas E 4

Accession 0000813828-06-000027

CIK 0000813828other
View on SEC.govCompany Profile

Filed

Jan 3, 7:00 PM ET

Accepted

Jan 4, 7:05 PM ET

Size

34.0 KB

Accession

0000813828-06-000027

Insider Transaction Report

Form 4
Period: 2005-12-31
VIACOM INCVIA, VIAB
Freston Thomas E
Co-President and Co-COO
Transactions
  • Disposition to Issuer

    Employee Stock Option (right to buy)

    2005-12-31−500,000→ 0 total
    Exercise: $35.51Exp: 2014-07-01→ Class B common stock (500,000 underlying)
  • Disposition to Issuer

    Class B common stock

    2005-12-31−778→ 0 total(indirect: By 401(k))
  • Disposition to Issuer

    Employee Stock Option (right to buy)

    2005-12-31−300,000→ 0 total
    Exercise: $57.01Exp: 2011-05-23→ Class B common stock (300,000 underlying)
  • Disposition to Issuer

    Class A Phantom Common Stock Units

    2005-12-31−2,750.659→ 0 total
    → Class A common stock (2,750.659 underlying)
  • Disposition to Issuer

    Class B Phantom Common Stock Units

    2005-12-31−10,422.105→ 0 total
    → Class B common stock (10,422.105 underlying)
  • Disposition to Issuer

    Employee Stock Option (right to buy)

    2005-12-31−400,000→ 0 total
    Exercise: $48.16Exp: 2012-05-22→ Class B common stock (400,000 underlying)
  • Disposition to Issuer

    Class B common stock

    2005-12-31−65→ 0 total(indirect: By Spouse)
  • Disposition to Issuer

    Employee Stock Option (right to buy)

    2005-12-31−1,322,000→ 0 total
    Exercise: $30.56Exp: 2008-08-20→ Class B common stock (1,322,000 underlying)
  • Disposition to Issuer

    Class A common stock

    2005-12-31−74→ 0 total(indirect: By 401(k))
  • Disposition to Issuer

    Employee Stock Option (right to buy)

    2005-12-31−1,000,000→ 0 total
    Exercise: $55.75Exp: 2010-05-04→ Class B common stock (1,000,000 underlying)
Footnotes (10)
  • [F1]Disposed of pursuant to a merger between Viacom Inc. and Viacom Merger Sub Inc. (the Merger), in exchange for 0.5 shares of CBS Corporation Class A common stock and 0.5 shares of New Viacom Corp. (New Viacom) Class A common stock for each share of Viacom Class A common stock, with cash in lieu of any fractional shares of CBS Corporation Class A common stock and New Viacom Class A common stock. On January 3, 2006, the first business day following the effective time of the Merger, the opening price of CBS Corporation Class A common stock on the New York Stock Exchange was $25.60 per share and the opening price of New Viacom Class A common stock on the New York Stock Exchange was $40.00 per share. Viacom Inc. changed its name to CBS Corporation upon completion of the Merger.
  • [F10]This option vests in four equal annual installments beginning on July 1, 2005
  • [F2]Disposed of pursuant to a merger between Viacom Inc. and Viacom Merger Sub Inc. (the Merger), in exchange for 0.5 shares of CBS Corporation Class B common stock and 0.5 shares of New Viacom Corp. (New Viacom) Class B common stock for each share of Viacom Class B common stock, with cash in lieu of any fractional shares of CBS Corporation Class B common stock and New Viacom Class B common stock. On January 3, 2006, the first business day following the effective time of the Merger, the opening price of CBS Corporation Class B common stock on the New York Stock Exchange was $25.60 per share and the opening price of New Viacom Class B common stock on the New York Stock Exchange was $41.12 per share. Viacom Inc. changed its name to CBS Corporation upon completion of the Merger.
  • [F3]The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purposes.
  • [F4]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 was the economic equivalent of one share of Viacom Class A common stock and each Viacom Class B Phantom common stock unit was the economic equivalent of one share of Viacom Class B common stock.
  • [F5]In the Merger, each Viacom Class A Phantom Common Stock Unit was deemed to be exchanged for 0.5 CBS Corporation Phantom Class A Common Stock Units and 0.5 New Viacom Class A Phantom Common Stock Units.
  • [F6]In the Merger, each Viacom Class B Phantom Common Stock Unit was deemed to be exchanged for 0.5 CBS Corporation Phantom Class B Common Stock Units and 0.5 New Viacom Class B Phantom Common Stock Units.
  • [F7]Right to buy under Issuer's long term incentive plan.
  • [F8]Current.
  • [F9]In the Merger, each grant of stock options to buy Viacom Class B common stock was converted into a number of stock options to buy New Viacom 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 options was determined by dividing the pre-Merger exercise price by 0.792802.

Documents

1 file

Issuer

VIACOM INC

CIK 0000813828

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Entity typeother

Related Parties

1
  • filerCIK 0001292875

Filing Metadata

Form type
4
Filed
Jan 3, 7:00 PM ET
Accepted
Jan 4, 7:05 PM ET
Size
34.0 KB
View on SEC.gov