Viacom (VIAWE) Form 4 Viacom / SHARI REDSTONE 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^*

REDSTONE SHARI

(Last) (First) (Middle)

1515 BROADWAY

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Viacom Inc. [ VIA, VIAB ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice Chair of the Board

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2015

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
Class B Common Stock	05/05/2015		M		3,171	A	$41.48	26,740	D
Class B Common Stock	05/05/2015		M		3,171	A	$40.67	29,911	D
Class B Common Stock	05/05/2015		M		3,171	A	$38.7	33,082	D
Class B Common Stock	05/05/2015		M		3,171	A	$14.75	36,253	D
Class B Common Stock	05/05/2015		M		3,171	A	$29.14	39,424	D
Class B Common Stock	05/05/2015		M		5,582	A	$41.55	45,006	D
Class B Common Stock	05/05/2015		M		4,940	A	$47.04	49,946	D
Class B Common Stock	05/05/2015		S		26,377	D	$69.4938(1)	23,569	D
Class B Common Stock								1,500	I	as Trustee(2)

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
Director Stock Option (Right to Buy)(3)	$41.48	05/05/2015		M			3,171	(4)	01/31/2016	Class B Common Stock	3,171	(3)	0	D
Director Stock Option (Right to Buy)(3)	$40.67	05/05/2015		M			3,171	(4)	01/31/2017	Class B Common Stock	3,171	(3)	0	D
Director Stock Option (Right to Buy)(3)	$38.7	05/05/2015		M			3,171	(4)	01/31/2018	Class B Common Stock	3,171	(3)	0	D
Director Stock Option (Right to Buy)(3)	$14.75	05/05/2015		M			3,171	(4)	01/31/2019	Class B Common Stock	3,171	(3)	0	D
Director Stock Option (Right to Buy)(3)	$29.14	05/05/2015		M			3,171	(4)	01/31/2020	Class B Common Stock	3,171	(3)	0	D
Director Stock Option (Right to Buy)(5)	$41.55	05/05/2015		M			5,582	(4)	01/31/2021	Class B Common Stock	5,582	(5)	0	D
Director Stock Option (Right to Buy)(5)	$47.04	05/05/2015		M			4,940	(4)	01/31/2022	Class B Common Stock	4,940	(5)	0	D

Explanation of Responses:

1. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $69.11 to $69.78, inclusive. The director undertakes to provide to the staff of the Securities and Exchange Commission, the Issuer or a stockholder of the Issuer, upon request, full information regarding the number of shares sold at each separate price.

2. The director disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the director is the beneficial owner of such securities for purposes of Section 16 or any other purposes.

3. Granted under the Viacom Inc. 2006 Stock Option Plan for Outside Directors for no consideration.

4. Current.

5. Granted under the Viacom Inc. 2011 Stock Option Plan for Outside Directors for no consideration.

Remarks:

	/s/ Michael D. Fricklas, Attorney-in-Fact for Shari Redstone	05/07/2015
	** 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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