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)
07/11/2017

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	06/12/2017		G	V	670	D	$0.0000(1)	23,295(2)	D
CBS Class B common stock	07/11/2017		M		8,167	A	$23.19	8,167	D
CBS Class B common stock	07/11/2017		S(3)		8,167	D	$63.783(4)	0.0000	D
CBS Class B common stock								5,440	I	By 401(k)
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								7,397	I	By Family Trust #10
CBS Class B common stock								10,060(2)	I	By Family Trust #11
CBS Class B common stock								10,831(2)	I	By Family Trust #12
CBS Class B common stock								10,854(2)	I	By Family Trust #13
CBS Class B common stock								16,771	I	By Family Trust #15
CBS Class B common stock								19,857(2)	I	By Family Trust #16
CBS Class B common stock								30,446(2)	I	By Family Trust #17
CBS Class B common stock								27,365	I	By Family Trust #8
CBS Class B common stock								11,915	I	By Family Trust A
CBS Class B common stock								12,716	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
Employee Stock Option (right to buy)(5)	$23.19	07/11/2017		M			8,167	03/01/2012(6)	03/01/2019	CBS Class B common stock	8,167	$0.0000	70,884	D

Explanation of Responses:

1. Bona fide gifts by the Reporting Person to a 501(c)(3) charitable organization for no consideration.

2. Since the reporting person's last ownership report, shares of CBS Class B common stock were transferred from Family Trusts #11, #12 and #13 to the reporting person and from reporting person to Family Trusts #16 and #17.

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

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.34 to $63.99, 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. Right to buy under Issuer's long term incentive plan.

6. Current. This option vested in four equal annual installments beginning on March 1, 2012.

	/s/ Kimberly D. Pittman, Attorney-in-fact	07/12/2017
	** 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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