SEC Form 4 · accession 0001225208-15-005091
CBS CORP · CBS, CBS.A
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Leslie Moonves
Officer — President & CEO · Director
Period of report
Feb 20, 2015
Accepted (ET)
Feb 20, 2015 · 9:16 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 | Feb 20, 2015 | M | 187,500 | $28.70 | A | 1,525,998 | D | |
| CBS Class B common stock | Feb 20, 2015 | M | 100,000 | $23.19 | A | 1,625,998 | D | |
| CBS Class B common stockF2 | Feb 20, 2015 | S | 287,500 | $59.4313 | D | 1,338,498 | D | |
| CBS Class B common stockF3 | Feb 20, 2015 | M | 90,958 | $0.00 | A | 90,958 | I | By Family Trust M |
| CBS Class B common stock | Feb 20, 2015 | F | 51,274 | $59.50 | D | 39,684 | I | By Family Trust M |
| CBS Class B common stockF3 | Feb 20, 2015 | M | 27,815 | $0.00 | A | 27,815 | I | By Family Trust N |
| CBS Class B common stock | Feb 20, 2015 | F | 15,680 | $59.50 | D | 12,135 | I | By Family Trust N |
| CBS Class B common stock | holding | — | — | — | 4,353 | I | By 2008 Trust II | |
| CBS Class B common stock | holding | — | — | — | 233,810 | I | By 2010 Trust II | |
| CBS Class B common stock | holding | — | — | — | 2,062 | I | By 401(k) | |
| CBS Class B common stock | holding | — | — | — | 154,792 | I | By Family Trust B | |
| CBS Class B common stock | holding | — | — | — | 29,134 | I | By Family Trust E | |
| CBS Class B common stock | holding | — | — | — | 22,800 | I | By Family Trust F | |
| CBS Class B common stock | holding | — | — | — | 51,800 | I | By Family Trust G | |
| CBS Class B common stock | holding | — | — | — | 101,483 | I | By Family Trust H | |
| CBS Class B common stock | holding | — | — | — | 21,538 | I | By Family Trust I | |
| CBS Class B common stock | holding | — | — | — | 271 | I | By IRA | |
| CBS Class B common stock | holding | — | — | — | 1,976 | I | By Spouse | |
| CBS Class B common stock | holding | — | — | — | 2,662 | I | By Spouse - 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F4,F5 | $28.70 | Feb 20, 2015 | M | 187,500 | D | — | Oct 19, 2015 | CBS Class B common stock | 187,500 | 187,500 | D |
| Employee Stock Option (right to buy)F4,F6 | $23.19 | Feb 20, 2015 | M | 100,000 | D | Mar 1, 2012 | Mar 1, 2019 | CBS Class B common stock | 100,000 | 2,650,000 | D |
| Restricted Share Units - SF7,F8 | — | Feb 20, 2015 | M | 90,958 | D | Feb 20, 2015 | — | CBS Class B common stock | 90,958 | 0 | I |
| Restricted Share UnitsF7,F10,F9 | — | Feb 20, 2015 | M | 27,815 | D | Feb 20, 2015 | — | CBS Class B common stock | 27,815 | 55,632 | I |
Explanation of responses
- F1The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.
- F10Reflects that Reporting Person has assigned these Restricted Share Units to a family trust.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.09 to $59.69, inclusive. The reporting person undertakes to provide upon request by the staff of the U.S. Securities and Exchange Commission, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F3On February 20, 2015, the closing price of the CBS Class B common stock on the NYSE was $59.50.
- F4Right to buy under Issuer's long term incentive plan.
- F5Current.
- F6This option vests in four equal installments on each of March 1, 2012, March 1, 2013, March 1, 2014 and February 22, 2015.
- F7Granted under the Issuer's long term incentive plan.
- F8These Restricted Share Units vest on February 20, 2015 and are settled by delivery of a corresponding number of the Issuer's shares upon vesting.
- F9These Restricted Share Units vest in three equal annual installments beginning on February 20, 2015 and are settled by delivery of a corresponding number of the Issuer's shares upon vesting.