SEC Form 4: M Richard Jones exercised 51,365 units of Class B common stock at a strike of $51.93 and sold $10,929,600 worth of Class B common stock (162,093 units at $67.43), decreasing ownership by 90% to 12,217 units
$VIAC
Movies/Entertainment
Consumer Services
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ViacomCBS Inc. [ VIACA,VIAC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class B common stock | 03/01/2021 | M | 22,913 | A | $45.79 | 145,858 | D | |||
| Class B common stock | 03/01/2021 | M | 14,502 | A | $54.32 | 160,360 | D | |||
| Class B common stock | 03/01/2021 | M | 13,950 | A | $59.54 | 174,310 | D | |||
| Class B common stock | 03/01/2021 | S | 35,303 | D | $67.7259(1) | 139,007 | D | |||
| Class B common stock | 03/01/2021 | S | 126,790 | D | $67.345(2) | 12,217 | D | |||
| Class B common stock | 03/01/2021 | I | 1,960 | D | $67.13 | 0.0000 | I | By 401(k) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy)(3) | $45.79 | 03/01/2021 | M | 22,913 | 02/18/2017(4) | 02/18/2024 | Class B common stock | 22,913 | $0.0000(3) | 0.0000 | D | ||||
| Employee Stock Option (right to buy)(3) | $59.54 | 03/01/2021 | M | 13,950 | 02/19/2016(5) | 02/19/2023 | Class B common stock | 13,950 | $0.0000(3) | 0.0000 | D | ||||
| Employee Stock Option (right to buy)(3) | $54.32 | 03/01/2021 | M | 14,502 | 02/22/2019(6) | 02/22/2026 | Class B common stock | 14,502 | $0.0000(3) | 4,835 | D | ||||
| Class B Phantom Common Stock Units | (7) | 03/01/2021 | I | 5,062 | (7) | (7) | Class B common stock | 5,062 | $67.13 | 0.0000 | I | By Excess 401(k) | |||
| Explanation of Responses: |
| 1. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.64 to $67.95, inclusive. The reporting person undertakes to provide upon request by the staff of the U.S. Securities and Exchange Commission, the Issuer or any security holder of the Issuer full information regarding the number of shares sold at each separate price. |
| 2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.64 to $67.635, inclusive. The reporting person undertakes to provide upon request by the staff of the U.S. Securities and Exchange Commission, the Issuer or any security holder of the Issuer full information regarding the number of shares sold at each separate price. |
| 3. Granted under ViacomCBS's long-term incentive plan for no consideration. |
| 4. These Stock Options vested in four equal annual installments beginning on February 18, 2017. |
| 5. These Stock Options vested in four equal annual installments beginning on February 19, 2016. |
| 6. The remaining Stock Options will vest on February 22, 2022. |
| 7. Phantom common stock units are payable in cash following the Reporting Person's retirement or other termination of service pursuant to the ViacomCBS's excess 401(k) plan for designated senior executives. Each ViacomCBS Class B phantom common stock unit is the economic equivalent of one share of ViacomCBS Class B common stock. |
| /s/ Christa A. D'Alimonte, Attorney-in-Fact for Richard M. Jones | 03/03/2021 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||