Freston Thomas E 4

Accession 0001339947-06-000060

CIK 0001339947other

View on SEC.gov Company Profile

Filed

Jan 3, 7:00 PM ET

Accepted

Jan 4, 9:44 PM ET

Size

38.0 KB

Accession

0001339947-06-000060

Insider Transaction Report

Form 4

Period: 2005-12-31

New Viacom Corp.VIA, VIAB

Freston Thomas E

DirectorPresident and CEO

Transactions

Award
Employee Stock Option (Right to Buy)
2006-01-03+237,840→ 237,840 total
Exercise: $71.91Exp: 2011-05-23→ Class B Common Stock (237,840 underlying)
Award
Class A Phantom Common Stock Units
2005-12-31+1,375→ 1,375 total
→ Class A Common Stock (1,375 underlying)
Award
Employee Stock Option (Right to Buy)
2006-01-03+1,048,085→ 1,048,085 total
Exercise: $38.55Exp: 2008-08-20→ Class B Common Stock (1,048,085 underlying)
Award
Employee Stock Option (Right to Buy)
2006-01-03+792,802→ 792,802 total
Exercise: $70.32Exp: 2010-05-04→ Class B Common Stock (792,802 underlying)
Award
Employee Stock Option (Right to Buy)
2006-01-03+396,401→ 1,189,203 total
Exercise: $44.79Exp: 2014-07-01→ Class B Common Stock (396,401 underlying)
Award
Class B Common Stock
2005-12-31+389→ 389 total(indirect: By 401(k))
Award
Class B Common Stock
2005-12-31+32→ 32 total(indirect: By Spouse)
Award
Class A Common Stock
2005-12-31+37→ 37 total(indirect: By 401(k))
Award
Employee Stock Option (Right to Buy)
2006-01-03+317,120→ 317,120 total
Exercise: $60.75Exp: 2012-05-22→ Class B Common Stock (317,120 underlying)
Award
Class B Phantom Common Stock Units
2005-12-31+5,211→ 5,211 total
→ Class B Common Stock (5,211 underlying)

Footnotes (9)

[F1]Acquired pursuant to a merger between the former Viacom Inc. (now known as CBS Corporation) and Viacom Merger Sub Inc. (the Merger), in which each share of Viacom Class A common stock was exchanged for 0.5 shares of CBS Corporation Class A common stock and 0.5 shares of the Issuer's Class A common stock, with fractional shares paid in cash. On January 3, 2006, the first business day following the effective time of the Merger, the opening price of the Issuer's Class A common stock on the New York Stock Exchange was $40.00 per share. The Issuer changed its name from New Viacom Corp. to Viacom Inc. upon completion of the Merger.
[F2]Acquired pursuant to a merger between the former Viacom Inc. (now known as CBS Corporation) and Viacom Merger Sub Inc. (the Merger), in which each share of Viacom Class B common stock was exchanged for 0.5 shares of CBS Corporation Class B common stock and 0.5 shares of the Issuer's Class B common stock, with fractional shares paid in cash. On January 3, 2006, the first business day following the effective time of the Merger, the opening price of the Issuer's Class B common stock on the New York Stock Exchange was $41.12 per share. The Issuer changed its name from New Viacom Corp. to Viacom Inc. upon completion of the Merger.
[F3]Phantom Common Stock Units are payable in cash at the beginning of the year after the Reporting Person ceases to be an executive officer of the Issuer pursuant to a deferred compensation arrangement with the Issuer. Each Phantom Common Stock Unit is the economic equivalent of one share of the Issuer's Class B common stock
[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 is the economic equivalent of one share of the Issuer's Class A common stock and each Viacom Class B Phantom Common Stock Unit is the economic equivalent of one share of the Issuer's Class B common stock.
[F5]In the Merger, each share of Viacom Class B Phantom common stock was deemed exchanged for 0.5 shares of CBS Corporation Class B Phantom common stock and 0.5 shares of the Issuer's Class B Phantom common stock. On January 3, 2006, the first business day following the effective time of the Merger, the opening price of the Issuer's Class B common stock on the New York Stock Exchange was $41.12 per share.
[F6]Right to buy under the Viacom Inc. 2006 Long-Term Management Incentive Plan.
[F7]Current.
[F8]In the Merger, each grant of stock options to purchase Viacom Class B common stock was converted into a number of stock options to purchase the Issuer's 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 option was determined by dividing the pre-Merger exercise price by 0.792802.
[F9]These options vest annually in four equal installments beginning on July 1, 2005.

Documents

2 files

Issuer

New Viacom Corp.

CIK 0001339947

→

Entity typeother

Related Parties

filerCIK 0001292875

Filing Metadata

Form type: 4
Filed: Jan 3, 7:00 PM ET
Accepted: Jan 4, 9:44 PM ET
Size: 38.0 KB

View on SEC.gov