Sumner M. Redstone National Amusements Trust Form 4 Viacom / SUMNER M 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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X

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 SUMNER M

(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	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Chairman Emeritus

3. Date of Earliest Transaction (Month/Day/Year)
12/04/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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 A Common Stock	12/04/2019		D		25,112,771	D	(1)	0	I	By NAI(2)
Class A Common Stock	12/04/2019		D		14,329,561	D	(1)	0	I	By NAI EH(3)
Class A Common Stock	12/04/2019		D		40	D	(1)	0	D
Class B Common Stock	12/04/2019		D		371,700	D	(1)	0	I	By NAI(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

1. Name and Address of Reporting Person^*

REDSTONE SUMNER M

(Last) (First) (Middle)

1515 BROADWAY

(Street)

NEW YORK NY 10036

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NATIONAL AMUSEMENTS INC /MD/

(Last) (First) (Middle)

846 UNIVERSITY AVENUE

(Street)

NORWOOD MA 02062

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sumner M. Redstone National Amusements Trust

(Last) (First) (Middle)

846 UNIVERSITY AVENUE

(Street)

NORWOOD MA 02062

(City) (State) (Zip)

Explanation of Responses:

1. Pursuant to the merger agreement (the "Merger Agreement") between CBS Corporation ("CBS") and Viacom Inc. ("Viacom"), each share of Viacom Class A Common Stock held by the reporting person was converted automatically into 0.59625 shares of CBS Class A Common Stock and each share of Viacom Class B Common Stock held by the reporting person was converted automatically into 0.59625 shares of CBS Class B Common Stock.

2. These securities are owned directly by National Amusements Inc. ("NAI"), and may also be deemed to be beneficially owned by (1) Sumner M. Redstone, who is the controlling stockholder of NAI and (2) the Sumner M. Redstone National Amusements Trust (the "SMR Trust"). NAI is controlled by Mr. Redstone through the SMR Trust, which owns 80% of the voting interest of NAI.

3. These securities are owned directly by NAI Entertainment Holdings LLC, a wholly owned subsidiary of NAI, and may also be deemed to be beneficially owned by (1) Sumner M. Redstone, who is the controlling stockholder of NAI and (2) the SMR Trust. NAI is controlled by Mr. Redstone through the SMR Trust, which owns 80% of the voting interest of NAI.

	/s/ Christa A. D'Alimonte, Attorney-in-fact for Sumner M. Redstone	12/06/2019
	** Signature of Reporting Person	Date
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