SEC Form 4 · accession 0001225208-18-003465
CBS CORP · CBS, CBS.A
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph A Califano
Director
Period of report
Feb 15, 2018
Accepted (ET)
Feb 20, 2018 · 7:04 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,F2 | Feb 15, 2018 | M | 3,066 | $0.00 | A | 66,836 | D | |
| CBS Class B common stockF3,F2 | Feb 15, 2018 | A | 233 | $0.00 | A | 67,069 | D | |
| CBS Class B common stockF4 | holding | — | — | — | 927 | I | By Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Share UnitsF5,F6 | — | Feb 15, 2018 | M | 3,066 | D | Feb 15, 2018 | — | CBS Class B common stock | 3,066 | 0 | D |
| Restricted Share UnitsF5,F7 | — | Feb 15, 2018 | A | 3,525 | A | Feb 15, 2019 | — | CBS Class B common stock | 3,525 | 3,525 | D |
Explanation of responses
- F1Represents shares of the Issuer's Class B common stock to which the Reporting Person became entitled upon vesting of Restricted Share Units, receipt of which the Reporting Person has elected to defer.
- F2On February 15, 2018, the closing price of the CBS Class B common stock on the NYSE was $56.74.
- F3Represents shares of the Issuer's Class B common stock to which the Reporting Person became entitled with respect to (i) dividend equivalents accrued prior to vesting of Restricted Share Units, receipt of which the Reporting Person has elected to defer; and (ii) dividend equivalents accrued on previously vested Restricted Share Units for which settlement has been deferred.
- 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.
- F5Granted under the Issuer's Equity Plan for Outside Directors.
- F6The Restricted Share Units, which were granted on February 15, 2017, vested on February 15, 2018 and will be settled by delivery of a corresponding number of shares of the Issuer's Class B Common Stock. The Reporting Person has elected to defer receipt of such shares of Class B Common Stock.
- F7The Restricted Share Units will vest on February 15, 2019 and will be settled by delivery of a corresponding number of shares of the Issuer's Class B Common Stock upon vesting, unless the Reporting Person has elected to defer settlement.