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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Share Units | (1) | 01/01/2014 | A | 871 | (1) | (1) | Class B Common Stock | 871 | (1) | 871 | D | ||||
Restricted Share Units | (2) | 01/01/2014 | C | 43,477 | (2) | (2) | Class B Common Stock | 43,477 | (2) | 44,348 | D | ||||
Restricted Share Units | (3) | 01/01/2014 | A | 663 | (3) | (3) | Class B Common Stock | 663 | (3) | 45,011 | D | ||||
Class A Phantom Common Stock Units | (2) | 01/01/2014 | C | 21,081 | (2) | (2) | Class A Common Stock | 21,081 | (2) | 0 | D | ||||
Class B Phantom Common Stock Units | (2) | 01/01/2014 | C | 22,293 | (2) | (2) | Class B Common Stock | 22,293 | (2) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
REDSTONE SHARI 1515 BROADWAY NEW YORK, NY 10036 |
X | Vice Chair of the Board |
/s/ Michael D. Fricklas, Attorney-in-Fact for Shari Redstone | 01/03/2014 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The Reporting Person has elected to defer payment of director retainer fees and related interest thereon pursuant to the Viacom Inc. Deferred Compensation Plan for Outside Directors, as amended and restated as of November 13, 2013 (the "2013 Deferred Compensation Plan"). Deferred amounts (including cash dividends and interest credited during the previous quarter) are invested quarterly in a number of vested Restricted Share Units ("RSUs") that the deferred amounts would have purchased on the day the amounts are invested. The RSUs are paid out six (or more) months after the Director's retirement from the Board and are settled in shares of Class B Common Stock. |
(2) | Pursuant to the 2013 Deferred Compensation Plan, the Reporting Person also elected to convert vested Class A Phantom Common Stock and Class B Phantom Common Stock balances from prior deferrals into vested Restricted Share Units corresponding to shares of Class B Common Stock. The conversion from Class B Phantom Common Stock was made on a share for share basis, while the conversion from Class A Phantom Common Stock was made based on the relative prices of the shares at the close of market on December 31, 2013. The RSUs are paid out six (or more) months after the Director's retirement from the Board and are settled in shares of Class B Common Stock. |
(3) | Represents dividend equivalents on vested but deferred RSUs through January 1, 2014, which have been reinvested in additional RSUs. |