Initial Statement of Beneficial Ownership (3)
March 22 2019 - 4:16PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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1. Name and Address of Reporting Person
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Phelps Julia
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2. Date of Event Requiring Statement (MM/DD/YYYY)
3/12/2019
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3. Issuer Name
and
Ticker or Trading Symbol
Viacom Inc. [VIA, VIAB]
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(Last)
(First)
(Middle)
1515 BROADWAY
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
EVP, Comms, Culture & Mkting /
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(Street)
NEW YORK, NY 10036
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to Buy)
(1)
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(2)
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5/18/2024
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Class B Common Stock
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3468
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$38.86
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D
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Employee Stock Option (Right to Buy)
(1)
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(3)
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5/18/2025
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Class B Common Stock
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17595
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$33.99
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D
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Employee Stock Option (Right to Buy)
(1)
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(4)
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1/31/2026
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Class B Common Stock
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12183
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$33.42
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D
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Employee Stock Option (Right to Buy)
(1)
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(5)
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11/30/2026
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Class B Common Stock
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20520
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$30.86
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D
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Restricted Share Units
(6)
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(7)
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(7)
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Class B Common Stock
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102
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(6)
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D
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Restricted Share Units
(1)
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(8)
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(8)
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Class B Common Stock
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579
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(1)
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D
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Restricted Share Units
(1)
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(9)
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(9)
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Class B Common Stock
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3972
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(1)
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D
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Restricted Share Units
(1)
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(10)
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(10)
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Class B Common Stock
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3142
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(1)
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D
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Restricted Share Units
(1)
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(11)
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(11)
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Class B Common Stock
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5671
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(1)
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D
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Explanation of Responses:
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(1)
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Granted under the Viacom Inc. 2016 Long-Term Management Incentive Plan for no consideration.
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(2)
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These Stock Options, originally granted on May 18, 2016, have vested/will vest in four equal annual installments beginning on May 18, 2017.
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(3)
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These Stock Options, originally granted on May 18, 2017, have vested/will vest in four equal annual installments beginning on May 18, 2018.
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(4)
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These Stock Options, originally granted on January 31, 2018, have vested/will vest in four equal annual installments beginning on January 31, 2019.
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(5)
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These Stock Options, originally granted on November 30, 2018, will vest in four equal annual installments beginning on November 30, 2019.
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(6)
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Granted under the Viacom Inc. 2006 Long-Term Management Incentive Plan, as amended and restated as of January 1, 2011, for no consideration.
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(7)
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These remaining Restricted Share Units ("RSUs"), originally granted on May 20, 2015, will vest on May 20, 2019 and a corresponding number of Class B shares, net of any shares withheld by Viacom to satisfy tax liability incident to the vesting of the RSUs, will be delivered on the vest date.
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(8)
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These remaining RSUs, originally granted on May 18, 2016, will vest in two equal annual installments beginning on May 18, 2019 and a corresponding number of Class B shares, net of any shares withheld by Viacom to satisfy tax liability incident to the vesting of the RSUs, will be delivered on the vest date.
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(9)
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These remaining RSUs, originally granted on May 18, 2017, will vest in three equal annual installments beginning on May 18, 2019 and a corresponding number of Class B shares, net of any shares withheld by Viacom to satisfy tax liability incident to the vesting of the RSUs, will be delivered on the vest date.
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(10)
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These remaining RSUs, originally granted on January 31, 2018 will vest in three equal annual installments beginning on January 31, 2020 and a corresponding number of Class B shares, net of any shares withheld by Viacom to satisfy tax liability incident to the vesting of the RSUs, will be delivered on the vest date.
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(11)
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These RSUs, originally granted on November 30, 2018, will vest in four equal annual installments beginning on November 30, 2019 and a corresponding number of Class B shares, net of any shares withheld by Viacom to satisfy tax liability incident to the vesting of the RSUs, will be delivered on the vest date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Phelps Julia
1515 BROADWAY
NEW YORK, NY 10036
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EVP, Comms, Culture & Mkting
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Signatures
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/s/ Christa A. D'Alimonte, Attorney-in-Fact for Julia Phelps
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3/22/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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