SEC Form 4: M Richard Jones exercised 5,713 units of Class B common stock at a strike of $0.00 and disposed of $126,636 worth of Class B common stock (1,982 units at $63.89), increasing ownership by 3% to 121,860 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) 02/21/2021 | ||||||||||||||||||||||||||
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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 | 02/21/2021 | M | 3,682(1) | A | $0(1) | 121,811(2) | D | |||
| Class B common stock | 02/21/2021 | F | 1,291(3) | D | $62.69 | 120,520 | D | |||
| Class B common stock | 02/22/2021 | M | 2,031(4) | A | $0(4) | 122,551 | D | |||
| Class B common stock | 02/22/2021 | F | 691(3) | D | $66.14 | 121,860 | D | |||
| Class B common stock | 1,960 | 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 | ||||||||
| Restricted Share Units(5) | (1) | 02/21/2021 | M | 3,682 | 02/21/2020(1) | (1) | Class B common stock | 3,682 | $0.0000(5) | 7,364 | D | ||||
| Restricted Share Units(5) | (4) | 02/22/2021 | M | 2,031 | 02/22/2019(4) | (4) | Class B common stock | 2,031 | $0.0000(5) | 2,033 | D | ||||
| Explanation of Responses: |
| 1. The shares identified in Table I were issued on February 21, 2021, upon vesting of the second of four equal annual installments of the Restricted Share Units ("RSUs") identified in Table II, which were initially granted on February 21, 2019. On February 19, 2021, the last business day preceding the date of vesting, the closing price of the Class B common stock on The NASDAQ Global Select Market was $62.69 per share. |
| 2. Includes shares acquired periodically pursuant to a dividend reinvestment program meeting the requirements of Rule 16a-11. |
| 3. These shares were withheld by ViacomCBS to satisfy tax liability incident to the vesting of, and delivery of shares underlying, the RSUs, and were not actually sold or otherwise disposed of in an open-market transaction. |
| 4. The shares identified in Table I were issued on February 22, 2021, upon vesting of the third of four equal annual installments of the RSUs identified in Table II, which were initially granted on February 22, 2018. On February 22, 2021 the closing price of the Class B common stock on The NASDAQ Global Select Market was $66.14 per share. |
| 5. Granted under the Issuer's long-term incentive plan for no consideration. |
| /s/ Christa A. D'Alimonte, Attorney-in-Fact for Richard M. Jones | 02/23/2021 | |
| ** 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. | ||