4//SEC Filing
NATIONAL AMUSEMENTS INC /MD/ 4
Accession 0001387131-21-003968
CIK 0000813828other
Filed
Mar 28, 8:00 PM ET
Accepted
Mar 29, 6:38 PM ET
Size
9.5 KB
Accession
0001387131-21-003968
Insider Transaction Report
Form 4
ViacomCBS Inc.VIACA,VIAC
NATIONAL AMUSEMENTS INC /MD/
Director10% Owner
Transactions
- Conversion
ViacomCBS Class A common stock
2021-03-25−4,500,000→ 31,500,088 total(indirect: By NAI and NAI EH.) - Conversion
ViacomCBS Class B common stock
2021-03-25+4,500,000→ 31,365,426 total(indirect: By NAI and NAI EH.)
Footnotes (4)
- [F1]Shares of Class A Common Stock were converted to shares of Class B Common Stock on a one-to-one basis for no consideration pursuant to the terms of the Class A Common Stock under ViacomCBS Inc.'s (the "Issuer") Amended and Restated Certificate of Incorporation.
- [F2]Of these securities, (i) 21,845,301 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"). NAI EH is a wholly-owned direct subsidiary of NAI. The shares owned directly by NAI EH may also be deemed to be beneficially owned by NAI.
- [F3]Each of the Sumner M. Redstone National Amusements Part B General Trust and the Sumner M. Redstone National Amusements Life Income Trust (the "Continuing Trusts") owns 40% of the voting stock of NAI. Under the terms of the trust agreement governing the Continuing Trusts, the Continuing Trusts are required to have the same seven voting trustees and each such trustee is required to cause each Continuing Trust to vote the NAI voting shares held by that Continuing Trust in the same manner as the NAI voting shares held by the other Continuing Trust. Subject to certain exceptions, actions by the Continuing Trusts are authorized by a vote of a majority of the trustees. The shares owned directly and indirectly by NAI may also be deemed to be beneficially owned by the Continuing Trusts.
- [F4]Of these securities, (i) 18,425,149 shares are owned directly by NAI and (ii) 12,940,277 shares are owned directly by NAI EH. NAI EH is a wholly-owned direct subsidiary of NAI. The shares owned directly by NAI EH may also be deemed to be beneficially owned by NAI. Each of the Continuing Trusts owns 40% of the voting stock of NAI. Under the terms of the trust agreement governing the Continuing Trusts, the Continuing Trusts are required to have the same seven voting trustees and each such trustee is required to cause each Continuing Trust to vote the NAI voting shares held by that Continuing Trust in the same manner as the NAI voting shares held by the other Continuing Trust. Subject to certain exceptions, actions by the Continuing Trusts are authorized by a vote of a majority of the trustees. The shares owned directly and indirectly by NAI may also be deemed to be beneficially owned by the Continuing Trusts.
Documents
Issuer
ViacomCBS Inc.
CIK 0000813828
Entity typeother
IncorporatedMD
Related Parties
1- filerCIK 0000913264
Filing Metadata
- Form type
- 4
- Filed
- Mar 28, 8:00 PM ET
- Accepted
- Mar 29, 6:38 PM ET
- Size
- 9.5 KB