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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 | ||||||||
| Performance Restricted Share Units (1) | (1) | 11/12/2014 | M | 150,000 | (1) | (1) | Class B Common Stock | 150,000 | (5) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| DOOLEY THOMAS E 1515 BROADWAY NEW YORK, NY 10036 |
X | SEVP, COO | ||
| /s/ Thomas E. Dooley | 11/14/2014 | |
| **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) | Shares of the Issuer's Class B Common Stock were issued to the Reporting Person as follows: (i) 150,000 shares were issued upon the vesting of the last of four equal annual installments of the minimum number of shares to be received of previously granted Performance Restricted Share Units (the "PRSUs") and (ii) an additional 74,960 shares were issued upon the certification by the Compensation Committee of the Issuer's Board of Directors on November 12, 2014 of the vesting of additional PRSUs based on the attainment of specified performance criteria for the Issuer's fiscal year 2014. The PRSUs were granted to the Reporting Person for no consideration on May 27, 2010. On November 12, 2014, the closing price of the Issuer's Class B Common Stock on The NASDAQ Global Select Market was $69.25 per share. |
| (2) | Includes 206,200 shares that were previously reported as indirectly held by the Reporting Person's grantor retained annuity trust ("GRAT") formed July 31, 2013. Excludes 291,000 shares that were previously reported as directly held by the Reporting Person, which have been transferred to the Reporting Person's GRAT formed June 13, 2014 (see footnote 4). |
| (3) | Represents shares withheld pursuant to the terms of the Viacom Inc. 2006 Long-Term Management Incentive Plan, as amended and restated as of December 2, 2008 (the "LTMIP"), to satisfy tax liability incident to the vesting of, and delivery of shares underlying, the PRSUs. |
| (4) | These shares, which were previously reported as directly held, have been contributed by the Reporting Person to his GRAT formed June 13, 2014. |
| (5) | Granted under the LTMIP for no consideration. |