SEC Form 4 · accession 0001209191-15-005048
Viacom Inc. · VIA, VIAB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Philippe P Dauman
Officer — President and CEO · Director
Period of report
Jan 15, 2015
Accepted (ET)
Jan 20, 2015 · 4:16 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001339947
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1 | Jan 15, 2015 | A | 150,432 | — | A | 1,322,926 | D | |
| Class B Common StockF2 | Jan 15, 2015 | F | 81,768 | $66.48 | D | 1,241,158 | D | |
| Class B Common Stock | holding | — | — | — | 947 | I | By 401(k) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Restricted Share UnitsF3,F4 | — | Jan 15, 2015 | A | 300,000 | A | — | — | Class B Common Stock | 300,000 | 300,000 | D |
Explanation of responses
- F1These shares were issued based on achievement of performance criteria during the three-year period ended December 31, 2014, pursuant to the terms of Performance Share Units ("PSUs") granted January 1, 2012.
- F2These shares were withheld by Viacom to satisfy tax liability incident to the vesting of, and delivery of shares underlying, the PSUs, and were not actually sold or otherwise disposed of in an open-market transaction.
- F3Granted under the Viacom Inc. 2006 Long-Term Management Incentive Plan, as amended and restated as of January 1, 2011, for no consideration.
- F4These shares represent the minimum number of shares that will be issued from a target grant of 300,000 Performance Restricted Share Units ("PRSUs") that was made on January 15, 2015. The PRSUs will vest in three equal annual installments beginning with the fiscal year ending September 30, 2016. The exact number of shares that will be issued at each vesting date will range from 75% to 125% of the target grant, and will depend upon the achievement of specified performance criteria during the performance period.