SEC Form 4 · accession 0001225208-17-004203
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 18, 2017
Accepted (ET)
Feb 22, 2017 · 8:45 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 stockF1 | Feb 18, 2017 | M | 47,099 | $0.00 | A | 305,580 | D | |
| CBS Class B common stock | Feb 18, 2017 | F | 26,366 | $65.69 | D | 279,214 | D | |
| CBS Class B common stockF1 | Feb 19, 2017 | M | 53,773 | $0.00 | A | 332,987 | D | |
| CBS Class B common stock | Feb 19, 2017 | F | 30,102 | $65.69 | D | 302,885 | D | |
| CBS Class B common stockF1 | Feb 20, 2017 | M | 31,819 | $0.00 | A | 334,704 | D | |
| CBS Class B common stock | Feb 20, 2017 | F | 17,812 | $65.69 | D | 316,892 | D | |
| CBS Class B common stock | Feb 21, 2017 | M | 68,869 | $43.21 | A | 385,761 | D | |
| CBS Class B common stockF3 | Feb 21, 2017 | S | 3,900 | $66.1577 | D | 381,861 | D | |
| CBS Class B common stockF4 | Feb 21, 2017 | S | 14,764 | $67.6836 | D | 367,097 | D | |
| CBS Class B common stockF5 | Feb 21, 2017 | S | 50,205 | $67.4124 | D | 316,892 | D | |
| CBS Class B common stock | holding | — | — | — | 4,088 | I | By 401(k) | |
| CBS Class B common stock | holding | — | — | — | 2,368 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF6,F7 | — | Feb 18, 2017 | M | 47,099 | D | Feb 18, 2017 | — | CBS Class B common stock | 47,099 | 141,299 | D |
| Restricted Share UnitsF6,F8 | — | Feb 19, 2017 | M | 53,773 | D | Feb 19, 2016 | — | CBS Class B common stock | 53,773 | 107,545 | D |
| Restricted Share UnitsF6,F9 | — | Feb 20, 2017 | M | 31,819 | D | Feb 20, 2015 | — | CBS Class B common stock | 31,819 | 31,822 | D |
| Employee Stock Option (right to buy)F10,F11 | $43.21 | Feb 21, 2017 | M | 68,869 | D | Feb 12, 2014 | Feb 12, 2021 | CBS Class B common stock | 68,869 | 0 | D |
Explanation of responses
- F1On February 17, 2017, the last preceding business day, the closing price of the CBS Class B common stock on the NYSE was $65.69.
- F10Right to buy under Issuer's long term incentive plan.
- F11Current.
- 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 $65.59 to $66.57, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.59 to $67.81, 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.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.59 to $67.58, 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.
- F6Granted under the Issuer's long term incentive plan.
- F7These Restricted Share Units vest in four equal annual installments beginning on February 18, 2017 and are settled by delivery of a corresponding number of the Issuer's shares upon vesting.
- F8These Restricted Share Units vest in four equal annual installments beginning on February 19, 2016 and are settled by delivery of a corresponding number of the Issuer's shares upon vesting.
- F9These Restricted Share Units vest in four equal annual installments beginning on February 20, 2015 and are settled by delivery of a corresponding number of the Issuer's shares upon vesting.