Joseph R Ianniello Form 4 CBS / Joseph R Ianniello 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^*

Ianniello Joseph R

(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)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2017

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	02/18/2017		M		47,099	A	$0(1)	305,580	D
CBS Class B common stock	02/18/2017		F		26,366	D	$65.69	279,214	D
CBS Class B common stock	02/19/2017		M		53,773	A	$0(1)	332,987	D
CBS Class B common stock	02/19/2017		F		30,102	D	$65.69	302,885	D
CBS Class B common stock	02/20/2017		M		31,819	A	$0(1)	334,704	D
CBS Class B common stock	02/20/2017		F		17,812	D	$65.69	316,892	D
CBS Class B common stock	02/21/2017		M		68,869	A	$43.21	385,761	D
CBS Class B common stock	02/21/2017		S(2)		3,900	D	$66.1577(3)	381,861	D
CBS Class B common stock	02/21/2017		S(2)		14,764	D	$67.6836(4)	367,097	D
CBS Class B common stock	02/21/2017		S(2)		50,205	D	$67.4124(5)	316,892	D
CBS Class B common stock								4,088	I	By 401(k)
CBS Class B common stock								2,368	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(6)	(7)	02/18/2017		M			47,099	02/18/2017(7)	(7)	CBS Class B common stock	47,099	$0.0000	141,299	D
Restricted Share Units(6)	(8)	02/19/2017		M			53,773	02/19/2016(8)	(8)	CBS Class B common stock	53,773	$0.0000	107,545	D
Restricted Share Units(6)	(9)	02/20/2017		M			31,819	02/20/2015(9)	(9)	CBS Class B common stock	31,819	$0.0000	31,822	D
Employee Stock Option (right to buy)(10)	$43.21	02/21/2017		M			68,869	02/12/2014(11)	02/12/2021	CBS Class B common stock	68,869	$0.0000	0.0000	D

Explanation of Responses:

1. On February 17, 2017, the last preceding business day, the closing price of the CBS Class B common stock on the NYSE was $65.69.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.

3. The 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.

4. The 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.

5. The 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.

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

7. These 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.

8. These 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.

9. These 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.

10. Right to buy under Issuer's long term incentive plan.

11. Current.

	/s/ Joseph R. Ianniello	02/22/2017
	** Signature of Reporting Person	Date
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