SEC Form 4 · accession 0001225208-15-021112
CBS CORP · CBS, CBS.A
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
NATIONAL AMUSEMENTS INC
10% Owner
Sumner M Redstone
Officer — Executive Chairman · Director · 10% Owner
Period of report
Nov 17, 2015
Accepted (ET)
Nov 19, 2015 · 6:18 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 A common stockF1,F2 | Nov 17, 2015 | C | 100,000 | $0.00 | D | 30,010,899 | I | By NAI, NAI EH and NAI AH. |
| CBS Class B common stockF1,F3 | Nov 17, 2015 | C | 100,000 | $0.00 | A | 9,343,800 | I | By NAI, NAI EH and NAI AH. |
| CBS Class B common stockF4,F3 | Nov 17, 2015 | G | 100,000 | $0.00 | D | 9,243,800 | I | By NAI, NAI EH and NAI AH. |
| CBS Class A common stock | holding | — | — | — | 40 | D | ||
| CBS Class B common stock | holding | — | — | — | 202,493 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Shares of Class A Common Stock were converted to shares of Class B Common Stock on a one-to-one basis for no consideration pursuant to the terms of the Class A Common Stock under the Issuer's Amended and Restated Certificate of Incorporation.
- F2Of these securities, (i) 21,479,772 shares are owned directly by National Amusements, Inc. (NAI); (ii) 8,251,064 shares are owned directly by NAI Entertainment Holdings LLC (NAI EH); and (iii) 280,063 shares are owned by NAI Asset Holdings LLC (NAI AH). NAI EH and NAI AH are each wholly-owned subsidiaries of NAI. The shares owned directly by NAI EH and NAI AH 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. Since the date of the Reporting Persons' last Form 4 report, a portion of the shares previously reported as directly owned by NAI were transferred to NAI AH, for no consideration in connection with an internal reorganization.
- F3Of these securities, (i) 5,800,000 shares are owned directly by NAI EH and (ii) 3,443,800 shares are owned directly by NAI AH. The shares owned directly by NAI EH and NAI AH may also be deemed to be beneficially owned by NAI, and such shares may also be deemed to be beneficially owned by Sumner M. Redstone, who is the controlling stockholder of NAI. Since the date of the Reporting Persons' last Form 4 report, shares previously reported as directly owned by NAI were transferred to NAI AH, for no consideration in connection with an internal reorganization.
- F4Bona fide gifts by National Amusments Inc. to charitable foundations for no consideration.