Lawrence Liding Form 4 CBS / Lawrence Liding 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^*

Liding Lawrence

(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)
EVP, Controller and CAO

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2017

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	02/23/2017		A(1)		1,160	A	$0.0000(2)	24,625	D
CBS Class B common stock	02/23/2017		F		599	D	$66.31	24,026	D
CBS Class B common stock								149	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
Employee Stock Option (right to buy)(3)	$66.31	02/23/2017		A		13,714		02/23/2018(4)	02/23/2025	CBS Class B common stock	13,714	$0.0000(3)	13,714	D
Restricted Share Units(5)	(6)	02/23/2017		A(7)		3,486		02/18/2018(6)	(6)	CBS Class B common stock	3,486	$0.0000(5)	6,434	D
Restricted Share Units(5)	(8)	02/23/2017		A		2,714		02/23/2018(8)	(8)	CBS Class B common stock	2,714	$0.0000(5)	2,714	D

Explanation of Responses:

1. Acquired in connection with the vesting of performance based restricted share units granted on February 18, 2016.

2. On February 23, 2017, the closing price of the CBS Class B Common stock on the NYSE was $66.31.

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

4. This option vests in four equal annual installments beginning on February 23, 2018.

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

6. These Restricted Share Units vest in three equal annual installments beginning on February 18, 2018 and are settled by delivery of a corresponding number of the Issuer's shares upon vesting.

7. On February 23, 2017, the performance target associated with these Restricted Share Units was certified as having been achieved.

8. These Restricted Share Units vest in four equal annual installments beginning on February 23, 2018 and are settled by delivery of a corresponding number of the Issuer's shares upon vesting.

	/s/ Kimberly D. Pittman, Attorney-in-fact	02/24/2017
	** 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).
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