Lawrence Tu Form 4 CBS / Lawrence Tu 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^*

Tu Lawrence

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr.EVP, Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2017

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	04/01/2017		M		83	A	$0(1)	83	D
CBS Class B common stock	04/01/2017		M		77	A	$0(1)	160	D
CBS Class B common stock	04/01/2017		M		73	A	$0(1)	233	D
CBS Class B common stock	04/01/2017		F		122	D	$69.36	111	D
CBS Class B common stock								186	I	By 401(k)

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(2)	(3)	04/01/2017		M			73	04/01/2015(3)	(3)	CBS Class B common stock	73	$0.0000	0.0000	D
Restricted Share Units(2)	(4)	04/01/2017		M			77	04/01/2016(4)	(4)	CBS Class B common stock	77	$0.0000	77	D
Restricted Share Units(2)	(5)	04/01/2017		M			83	04/01/2017(5)	(5)	CBS Class B common stock	83	$0.0000	166	D
Restricted Share Units(2)	(6)	04/03/2017		A	V	200		04/03/2018(6)	(6)	CBS Class B common stock	200	$0.0000(2)	200	D

Explanation of Responses:

1. On March 31, 2017, the last preceding business day, the closing price of the CBS Class B common stock on the NYSE was $69.36.

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

3. The Restricted Share Units vest in three equal annual installments beginning on April 1, 2015 and are settled by delivery of a corresponding number of the Issuer's shares upon vesting.

4. The Restricted Share Units vest in three equal annual installments beginning on April 1, 2016 and are settled by delivery of a corresponding number of the Issuer's shares upon vesting.

5. The Restricted Share Units vest in three equal annual installments beginning on April 1, 2017 and are settled by delivery of a corresponding number of the Issuer's shares upon vesting.

6. The Restricted Share Units vest in three equal annual installments beginning on April 3, 2018 and are settled by delivery of a corresponding number of the Issuer's shares upon vesting.

	/s/ Lawrence P. Tu	04/03/2017
	** 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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