Viacom (VIAWE) Form 4 Viacom / MICHAEL D FRICKLAS 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^*

FRICKLAS MICHAEL D

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, General Counsel and Secy

3. Date of Earliest Transaction (Month/Day/Year)
05/20/2016

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
Class B Common Stock	05/20/2016		M		6,826	A	(1)	6,826	D
Class B Common Stock	05/20/2016		F		2,813(2)	D	$39.05	4,013	D
Class B Common Stock	05/21/2016		M		5,328	A	(3)	9,341	D
Class B Common Stock	05/21/2016		F		2,196(2)	D	$39.05	7,145	D
Class B Common Stock	05/22/2016		M		6,469	A	(4)	13,614	D
Class B Common Stock	05/22/2016		F		2,666(2)	D	$39.05	10,948	D
Class B Common Stock								1,686	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(5)	(1)	05/20/2016		M			6,826	(1)	(1)	Class B Common Stock	6,826	(5)	20,480	D
Restricted Share Units(5)	(3)	05/21/2016		M			5,328	(3)	(3)	Class B Common Stock	5,328	(5)	10,656	D
Restricted Share Units(5)	(4)	05/22/2016		M			6,469	(4)	(4)	Class B common Stock	6,469	(5)	6,470	D

Explanation of Responses:

1. These shares were issued on May 20, 2016 upon vesting of the first of four equal annual installments of Restricted Share Units ("RSUs") that were granted on May 20, 2015. On the date of vesting, the closing price of the Class B Common Stock on The NASDAQ Global Select Market was $39.05 per share.

2. These shares were withheld by Viacom to satisfy tax liability incident to the vesting of, and delivery of shares underlying, the RSUs, and were not actually sold or otherwise disposed of in an open-market transaction.

3. These shares were issued on May 21, 2016 upon vesting of the second of four equal annual installments of RSUs that were granted on May 21, 2014. On the date of vesting, the most recent closing price of the Class B Common Stock on The NASDAQ Global Select Market was $39.05 per share.

4. These shares were issued on May 22, 2016 upon vesting of the third of four equal annual installments of RSUs that were granted on May 22, 2013. On the date of vesting, the most recent closing price of the Class B Common Stock on The NASDAQ Global Select Market was $39.05 per share.

5. Granted under the Viacom Inc. 2006 Long-Term Management Incentive Plan, as amended and restated as of January 1, 2011, for no consideration.

Remarks:

	/s/ Michael D. Fricklas	05/24/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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