SEC Form 4 · accession 0001209191-17-027334
Viacom Inc. · VIA, VIAB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael D Fricklas
Officer — Former EVP, Gen Counsel & Secy
Period of report
Apr 15, 2017
Accepted (ET)
Apr 18, 2017 · 5:31 pm EDT
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 | Apr 15, 2017 | M | 6,470 | — | A | 6,470 | D | |
| Class B Common Stock | Apr 15, 2017 | F | 2,666 | $43.77 | D | 3,804 | D | |
| Class B Common StockF3 | Apr 15, 2017 | M | 10,656 | — | A | 14,460 | D | |
| Class B Common Stock | Apr 15, 2017 | F | 4,392 | $43.77 | D | 10,068 | D | |
| Class B Common StockF4 | Apr 15, 2017 | M | 13,653 | — | A | 23,721 | D | |
| Class B Common Stock | Apr 15, 2017 | F | 6,785 | $43.77 | D | 16,936 | D | |
| Class B Common StockF5 | Apr 15, 2017 | M | 23,160 | — | A | 40,096 | D | |
| Class B Common Stock | Apr 15, 2017 | F | 12,927 | $43.77 | D | 27,169 | D | |
| Class B Common Stock | holding | — | — | — | 1,720 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF6,F1 | — | Apr 15, 2017 | M | 6,470 | D | — | — | Class B common Stock | 6,470 | 0 | D |
| Restricted Share UnitsF6,F3 | — | Apr 15, 2017 | M | 10,656 | D | — | — | Class B Common Stock | 10,656 | 0 | D |
| Restricted Share UnitsF6,F4 | — | Apr 15, 2017 | M | 13,653 | D | — | — | Class B Common Stock | 13,653 | 0 | D |
| Restricted Share UnitsF7,F5 | — | Apr 15, 2017 | M | 23,160 | D | — | — | Class B Common Stock | 23,160 | 0 | D |
Explanation of responses
- F1These shares were issued on April 15, 2017 upon the vesting, under the terms of the executive's employment agreement and in connection with his separation from Viacom, of the remaining number of Restricted Share Units ("RSUs") that were granted on May 22, 2013. On the date of vesting, the closing price of the Class B Common Stock on The NASDAQ Global Select Market was $43.77 per share.
- F2These shares were withheld by Viacom 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.
- F3These shares were issued on April 15, 2017 upon the vesting, under the terms of the executive's employment agreement and in connection with his separation from Viacom, of the remaining number of RSUs that were granted on May 21, 2014. On the date of vesting, the closing price of the Class B Common Stock on The NASDAQ Global Select Market was $43.77 per share.
- F4These shares were issued on April 15, 2017 upon the vesting, under the terms of the executive's employment agreement and in connection with his separation from Viacom, of the remaining number of RSUs that were granted on May 20, 2015. On the date of vesting, the closing price of the Class B Common Stock on The NASDAQ Global Select Market was $43.77 per share.
- F5These shares were issued on April 15, 2017 upon the vesting, under the terms of the executive's employment agreement and in connection with his separation from Viacom, of the number of RSUs that were granted on May 18, 2016. On the date of vesting, the closing price of the Class B Common Stock on The NASDAQ Global Select Market was $43.77 per share.
- F6Granted under the Viacom Inc. 2006 Long-Term Management Incentive Plan, as amended and restated as of January 1, 2011, for no consideration.
- F7Granted under the Viacom Inc. 2016 Long-Term Management Incentive Plan for no consideration.