REDSTONE SUMNER M 4
4 · ViacomCBS Inc. · Filed Dec 6, 2019
Insider Transaction Report
Form 4
ViacomCBS Inc.VIACA,VIAC
REDSTONE SUMNER M
DirectorExecutive Chairman10% Owner
Transactions
- Award
Class A common stock
2019-12-04+23,517,489→ 41,500,088 total(indirect: By NAI and NAI EH) - Award
Class B common stock
2019-12-04+221,626→ 21,365,426 total(indirect: By NAI and NAI EH) - Award
Class A common stock
2019-12-04+23→ 63 total
Holdings
- 202,493
Class B common stock
Footnotes (3)
- [F1]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 A Common Stock held by the reporting person was converted automatically into 0.59625 shares of CBS Class A Common Stock and each share of Viacom Class B Common Stock held by the reporting person was converted automatically into 0.59625 shares of CBS Class B Common Stock. The closing price of CBS's Class A Common Stock on December 4, 2019 was $43.12 per share. The closing price of CBS's Class B Common Stock on December 4, 2019 was $40.77 per share.
- [F2]Of these securities, (i) 31,845,301 shares are owned directly by National Amusements Inc. (NAI) and (ii) 9,654,787 shares are owned directly by NAI Entertainment Holdings LLC (NAI EH). The shares owned directly by NAI EH may also be deemed to be beneficially owned by NAI, and such shares, as well as the shares owned directly by NAI, may also be deemed to be beneficially owned by (1) Sumner M. Redstone, who is the controlling stockholder of NAI, and (2) the Sumner M. Redstone National Amusements Trust (the "SMR Trust"). NAI is controlled by Mr. Redstone through the SMR Trust, which owns 80% of the voting interest of NAI.
- [F3]Of these securities, (i) 8,425,149 shares are owned directly by National Amusements Inc. (NAI) and (ii) 12,940,277 shares are owned directly by NAI Entertainment Holdings LLC (NAI EH). The shares owned directly by NAI EH may also be deemed to be beneficially owned by NAI, and such shares, as well as the shares owned directly by NAI, may also be deemed to be beneficially owned by (1) Sumner M. Redstone, who is the controlling stockholder of NAI, and (2) the Sumner M. Redstone National Amusements Trust (the 'SMR Trust'). NAI is controlled by Mr. Redstone through the SMR Trust, which owns 80% of the voting interest of NAI.