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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance Restricted Share Units (3) | (4) | 01/15/2015 | A | 300,000 | (4) | (4) | Class B Common Stock | 300,000 | (3) | 300,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DAUMAN PHILIPPE P 1515 BROADWAY NEW YORK, NY 10036 |
X | President and CEO |
/s/ Michael D. Fricklas, Attorney-in-Fact for Philippe P. Dauman | 01/20/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | These shares were issued based on achievement of performance criteria during the three-year period ended December 31, 2014, pursuant to the terms of Performance Share Units ("PSUs") granted January 1, 2012. |
(2) | These shares were withheld by Viacom to satisfy tax liability incident to the vesting of, and delivery of shares underlying, the PSUs, and were not actually sold or otherwise disposed of in an open-market transaction. |
(3) | Granted under the Viacom Inc. 2006 Long-Term Management Incentive Plan, as amended and restated as of January 1, 2011, for no consideration. |
(4) | These shares represent the minimum number of shares that will be issued from a target grant of 300,000 Performance Restricted Share Units ("PRSUs") that was made on January 15, 2015. The PRSUs will vest in three equal annual installments beginning with the fiscal year ending September 30, 2016. The exact number of shares that will be issued at each vesting date will range from 75% to 125% of the target grant, and will depend upon the achievement of specified performance criteria during the performance period. |