SEC Form 4 · accession 0001225208-15-001453
CBS CORP · CBS, CBS.A
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sumner M Redstone
Officer — Executive Chairman · Director · 10% Owner
Period of report
Jan 14, 2015
Accepted (ET)
Jan 15, 2015 · 7:24 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000813828
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| CBS Class B common stock | Jan 14, 2015 | M | 47,800 | $30.21 | A | 250,293 | D | |
| CBS Class B common stockF1 | Jan 14, 2015 | D | 47,800 | $54.47 | D | 202,493 | D | |
| CBS Class B common stockF2 | holding | — | — | — | 9,430,250 | I | By NAI and NAI EH |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option EquivalentsF1,F3 | $30.21 | Jan 14, 2015 | M | 47,800 | D | — | Mar 16, 2015 | CBS Class B common stock | 47,800 | 142,869 | D |
Explanation of responses
- F1In accordance with the Reporting Person's employment agreement with the Issuer, on March 16, 2007, the Reporting Person's deferred compensation account balance with the Issuer was converted into Stock Option Equivalents ("SOEs") that expire on March 16, 2015. Each SOE corresponds to one share of the Issuer's Class B Common Stock and, when notionally exercised, results in a credit (no shares are issued) in the Reporting Person's deferred compensation account equal to the difference between the closing price of the Class B Common Stock on the New York Stock Exchange on the date of exercise and the exercise price of the SOEs. The notional exercise reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 16, 2014.
- F2Of these securities, (i) 3,630,250 shares are owned directly by National Amusements Inc. (NAI) and (ii) 5,800,000 shares are owned directly by NAI Entertainment Holdings LLC (NAI EH). The shares owned directly by NAI EH may also be deemed to be beneficially owned by NAI, and such shares, as well as the shares owned directly by NAI, may also be deemed to be beneficially owned by Sumner M. Redstone, who is the controlling stockholder of NAI.
- F3Current.