Anthony G Ambrosio Form 4 CBS / Anthony G Ambrosio 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^*

Ambrosio Anthony G

(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 Admin & HR Ofcr

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		2,866	A	$0(1)	5,623	D
CBS Class B common stock	02/18/2017		F		1,487	D	$65.69	4,136	D
CBS Class B common stock	02/19/2017		M		4,534	A	$0(1)	8,670	D
CBS Class B common stock	02/19/2017		F		2,353	D	$65.69	6,317	D
CBS Class B common stock	02/20/2017		M		4,161	A	$0(1)	10,478	D
CBS Class B common stock	02/20/2017		F		2,159	D	$65.69	8,319	D
CBS Class B common stock								5,407	I	By 401(k)
CBS Class B common stock								1.4598	I	By Custodian For Child
CBS Class B common stock								9,293	I	By Family Trust #9
CBS Class B common stock								22,635	I	By Family Trust # 14
CBS Class B common stock								11,115	I	By Family Trust #10
CBS Class B common stock								16,251	I	By Family Trust #11
CBS Class B common stock								17,801	I	By Family Trust #12
CBS Class B common stock								18,005	I	By Family Trust #13
CBS Class B common stock								16,771	I	By Family Trust #15
CBS Class B common stock								16,995	I	By Family Trust #7
CBS Class B common stock								27,365	I	By Family Trust #8
CBS Class B common stock								14,115	I	By Family Trust A
CBS Class B common stock								14,116	I	By Family Trust B

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)	02/18/2017		M			2,866	02/18/2017(3)	(3)	CBS Class B common stock	2,866	$0.0000	8,599	D
Restricted Share Units(2)	(4)	02/19/2017		M			4,534	02/19/2016(4)	(4)	CBS Class B common stock	4,534	$0.0000	9,070	D
Restricted Share Units(2)	(5)	02/20/2017		M			4,161	02/20/2015(5)	(5)	CBS Class B common stock	4,161	$0.0000	4,164	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. Granted under the Issuer's long term incentive plan.

3. 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.

4. 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.

5. 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.

	/s/ Anthony G. Ambrosio	02/21/2017
	** Signature of Reporting Person	Date
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