Leslie Moonves Form 4 CBS / LESLIE MOONVES ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MOONVES LESLIE

(Last) (First) (Middle)

51 WEST 52ND STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CBS CORP [ CBS, CBS.A ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
CBS Class B common stock	01/02/2016		M		60,838	A	$0(1)	60,838(2)	D
CBS Class B common stock	01/02/2016		F		31,941	D	$47.13	28,897	D
CBS Class B common stock								13,095(2)	I	By 2010 Trust II
CBS Class B common stock								2,081	I	By 401(k)
CBS Class B common stock								154,792	I	By Family Trust B
CBS Class B common stock								2,182(2)	I	By Family Trust I
CBS Class B common stock								39,753	I	By Family Trust M
CBS Class B common stock								5,440	I	By Family Trust N
CBS Class B common stock								700,000	I	By Family Trust O
CBS Class B common stock								300,000	I	By Family Trust P
CBS Class B common stock								356,935(2)	I	By Family Trust Q
CBS Class B common stock								107,900(2)	I	By Family Trust R
CBS Class B common stock								271	I	By IRA
CBS Class B common stock								1,976	I	By Spouse
CBS Class B common stock								2,687	I	By Spouse - 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units(3)	(4)	01/02/2016		M			60,838	01/02/2016(4)	(4)	CBS Class B common stock	60,838	$0.0000	121,677	D

Explanation of Responses:

1. On December 31, 2015, the last preceding business day, the closing price of the CBS Class B common stock on the NYSE was $47.13.

2. Since the Reporting Person's last ownership report, shares of CBS Class B common stock were transferred (i) from the Reporting Person to Family Trust Q; (ii) from Family Trust H to the 2010 Family Trust II and to Family Trust R; and (iii) from Family Trust I to Family Trust R.

3. Granted under the Issuer's long term incentive plan.

4. These Restricted Share Units vest in three equal annual installments beginning on January 2, 2016 and are settled by delivery of a corresponding number of the Issuer's shares upon vesting.

Remarks:

moonves-ex24.txt

	/s/ Leslie Moonves	01/05/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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