SEC Form 4 · accession 0001225208-15-005828
CBS CORP · CBS, CBS.A
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph R Ianniello
Officer — Chief Operating Officer
Period of report
Feb 23, 2015
Accepted (ET)
Feb 25, 2015 · 9:00 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 23, 2015 | M | 28,000 | $23.19 | A | 225,642 | D | |
| CBS Class B common stockF1 | Feb 23, 2015 | M | 22,748 | $0.00 | A | 248,390 | D | |
| CBS Class B common stockF1 | Feb 23, 2015 | M | 16,812 | $0.00 | A | 265,202 | D | |
| CBS Class B common stock | Feb 23, 2015 | F | 22,134 | $59.67 | D | 243,068 | D | |
| CBS Class B common stockF3 | Feb 23, 2015 | S | 28,000 | $59.5305 | D | 215,068 | D | |
| CBS Class B common stock | holding | — | — | — | 4,007 | I | By 401(k) | |
| CBS Class B common stockF4 | holding | — | — | — | 2,322 | 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)F5,F6 | $23.19 | Feb 23, 2015 | M | 28,000 | D | Mar 1, 2012 | Mar 1, 2019 | CBS Class B common stock | 28,000 | 102,102 | D |
| Restricted Share UnitsF7,F8 | — | Feb 23, 2015 | M | 22,748 | D | Feb 23, 2012 | — | CBS Class B common stock | 22,748 | 0 | D |
| Restricted Share UnitsF7,F9 | — | Feb 23, 2015 | M | 16,812 | D | Feb 23, 2013 | — | CBS Class B common stock | 16,812 | 16,815 | D |
Explanation of responses
- F1On February 23, 2015, the closing price of the CBS Class B common stock on the NYSE was $59.67.
- F2The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.12 to $59.72, 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.
- F4The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purposes.
- F5Right to buy under Issuer's long term incentive plan.
- F6This option vests in four equal annual installments beginning March 1, 2012.
- F7Granted under the Issuer's long term incentive plan.
- F8The Restricted Share Units vested in four equal annual installments beginning on February 23, 2012 and are settled by delivery of a corresponding number of the Issuer's shares upon vesting.
- F9The Restricted Share Units vest in four equal annual installments beginning on February 23, 2013 and are settled by delivery of a corresponding number of the Issuer's shares upon vesting.