National Amusements Form 4 CBS / AMUSEMENTS INC /MD/ NATIONAL 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^*

REDSTONE SUMNER M

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2015

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
CBS Class A common stock	11/17/2015		C(1)		100,000	D	$0.0000(1)	30,010,899	I	By NAI, NAI EH and NAI AH.(2)
CBS Class B common stock	11/17/2015		C(1)		100,000	A	$0.0000(1)	9,343,800	I	By NAI, NAI EH and NAI AH.(3)
CBS Class B common stock	11/17/2015		G	V	100,000	D	$0.0000(4)	9,243,800	I	By NAI, NAI EH and NAI AH.(3)
CBS Class A common stock								40	D
CBS Class B common stock								202,493	D

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)

51 WEST 52ND STREET

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NATIONAL AMUSEMENTS INC /MD/

(Last) (First) (Middle)

846 UNIVERS

(Street)

NORWOOD MA 02062

(City) (State) (Zip)

Explanation of Responses:

1. Shares of Class A Common Stock were converted to shares of Class B Common Stock on a one-to-one basis for no consideration pursuant to the terms of the Class A Common Stock under the Issuer's Amended and Restated Certificate of Incorporation.

2. Of these securities, (i) 21,479,772 shares are owned directly by National Amusements, Inc. (NAI); (ii) 8,251,064 shares are owned directly by NAI Entertainment Holdings LLC (NAI EH); and (iii) 280,063 shares are owned by NAI Asset Holdings LLC (NAI AH). NAI EH and NAI AH are each wholly-owned subsidiaries of NAI. The shares owned directly by NAI EH and NAI AH may also be deemed to be beneficially owned by NAI, and such shares, as well as the shares owned directly by NAI, may also be deemed to be beneficially owned by Sumner M. Redstone, who is the controlling stockholder of NAI. Since the date of the Reporting Persons' last Form 4 report, a portion of the shares previously reported as directly owned by NAI were transferred to NAI AH, for no consideration in connection with an internal reorganization.

3. Of these securities, (i) 5,800,000 shares are owned directly by NAI EH and (ii) 3,443,800 shares are owned directly by NAI AH. The shares owned directly by NAI EH and NAI AH may also be deemed to be beneficially owned by NAI, and such shares may also be deemed to be beneficially owned by Sumner M. Redstone, who is the controlling stockholder of NAI. Since the date of the Reporting Persons' last Form 4 report, shares previously reported as directly owned by NAI were transferred to NAI AH, for no consideration in connection with an internal reorganization.

4. Bona fide gifts by National Amusments Inc. to charitable foundations for no consideration.

	/s/ Angeline C. Straka, Attorney-in-fact	11/19/2015
	By: Tad Jankowski, Vice President	11/19/2015
	** Signature of Reporting Person	Date
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