FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

FRICKLAS MICHAEL D 		2. Issuer Name and Ticker or Trading Symbol

Viacom Inc. [ VIA, VIAB ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Former EVP, Gen Counsel & Secy
(Last)          (First)          (Middle)

1515 BROADWAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/15/2017
(Street)

NEW YORK, NY 10036
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 B Common Stock   4/15/2017     M    6470   A   (1) 6470   D    
Class B Common Stock   4/15/2017     F (2)    2666   D $43.77   3804   D    
Class B Common Stock   4/15/2017     M    10656   A   (3) 14460   D    
Class B Common Stock   4/15/2017     F (2)    4392   D $43.77   10068   D    
Class B Common Stock   4/15/2017     M    13653   A   (4) 23721   D    
Class B Common Stock   4/15/2017     F (2)    6785   D $43.77   16936   D    
Class B Common Stock   4/15/2017     M    23160   A   (5) 40096   D    
Class B Common Stock   4/15/2017     F (2)    12927   D $43.77   27169   D    
Class B Common Stock                  1720   I   By 401(k)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Restricted Share Units   (6)   (1) 4/15/2017     M         6470      (1)   (1) Class B common Stock   6470     (6) 0   D    
Restricted Share Units   (6)   (3) 4/15/2017     M         10656      (3)   (3) Class B Common Stock   10656     (6) 0   D    
Restricted Share Units   (6)   (4) 4/15/2017     M         13653      (4)   (4) Class B Common Stock   13653     (6) 0   D    
Restricted Share Units   (7)   (5) 4/15/2017     M         23160      (5)   (5) Class B Common Stock   23160     (7) 0   D    

Explanation of Responses:
(1)  These shares were issued on April 15, 2017 upon the vesting, under the terms of the executive's employment agreement and in connection with his separation from Viacom, of the remaining number of Restricted Share Units ("RSUs") that were granted on May 22, 2013. On the date of vesting, the closing price of the Class B Common Stock on The NASDAQ Global Select Market was $43.77 per share.
(2)  These shares were withheld by Viacom to satisfy tax liability incident to the vesting of, and delivery of shares underlying, the RSUs, and were not actually sold or otherwise disposed of in an open-market transaction.
(3)  These shares were issued on April 15, 2017 upon the vesting, under the terms of the executive's employment agreement and in connection with his separation from Viacom, of the remaining number of RSUs that were granted on May 21, 2014. On the date of vesting, the closing price of the Class B Common Stock on The NASDAQ Global Select Market was $43.77 per share.
(4)  These shares were issued on April 15, 2017 upon the vesting, under the terms of the executive's employment agreement and in connection with his separation from Viacom, of the remaining number of RSUs that were granted on May 20, 2015. On the date of vesting, the closing price of the Class B Common Stock on The NASDAQ Global Select Market was $43.77 per share.
(5)  These shares were issued on April 15, 2017 upon the vesting, under the terms of the executive's employment agreement and in connection with his separation from Viacom, of the number of RSUs that were granted on May 18, 2016. On the date of vesting, the closing price of the Class B Common Stock on The NASDAQ Global Select Market was $43.77 per share.
(6)  Granted under the Viacom Inc. 2006 Long-Term Management Incentive Plan, as amended and restated as of January 1, 2011, for no consideration.
(7)  Granted under the Viacom Inc. 2016 Long-Term Management Incentive Plan for no consideration.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FRICKLAS MICHAEL D
1515 BROADWAY
NEW YORK, NY 10036

Former EVP, Gen Counsel & Secy

Signatures
/s/ Christa A. D'Alimonte, Attorney-in-Fact for Michael D. Fricklas 4/18/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
Viacom (NASDAQ:VIAB)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Viacom Charts.
Viacom (NASDAQ:VIAB)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Viacom Charts.