FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Phelps Julia

2. Date of Event Requiring Statement (MM/DD/YYYY)
3/12/2019 

3. Issuer Name and Ticker or Trading Symbol

Viacom Inc. [VIA, VIAB]

(Last)        (First)        (Middle)

1515 BROADWAY

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
EVP, Comms, Culture & Mkting /

(Street)

NEW YORK, NY 10036       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   (1)   (2) 5/18/2024   Class B Common Stock   3468   $38.86   D    
Employee Stock Option (Right to Buy)   (1)   (3) 5/18/2025   Class B Common Stock   17595   $33.99   D    
Employee Stock Option (Right to Buy)   (1)   (4) 1/31/2026   Class B Common Stock   12183   $33.42   D    
Employee Stock Option (Right to Buy)   (1)   (5) 11/30/2026   Class B Common Stock   20520   $30.86   D    
Restricted Share Units   (6)   (7)   (7) Class B Common Stock   102     (6) D    
Restricted Share Units   (1)   (8)   (8) Class B Common Stock   579     (1) D    
Restricted Share Units   (1)   (9)   (9) Class B Common Stock   3972     (1) D    
Restricted Share Units   (1)   (10)   (10) Class B Common Stock   3142     (1) D    
Restricted Share Units   (1)   (11)   (11) Class B Common Stock   5671     (1) D    

Explanation of Responses:
(1)  Granted under the Viacom Inc. 2016 Long-Term Management Incentive Plan for no consideration.
(2)  These Stock Options, originally granted on May 18, 2016, have vested/will vest in four equal annual installments beginning on May 18, 2017.
(3)  These Stock Options, originally granted on May 18, 2017, have vested/will vest in four equal annual installments beginning on May 18, 2018.
(4)  These Stock Options, originally granted on January 31, 2018, have vested/will vest in four equal annual installments beginning on January 31, 2019.
(5)  These Stock Options, originally granted on November 30, 2018, will vest in four equal annual installments beginning on November 30, 2019.
(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)  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.
(8)  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.
(9)  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.
(10)  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.
(11)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Phelps Julia
1515 BROADWAY
NEW YORK, NY 10036


EVP, Comms, Culture & Mkting

Signatures
/s/ Christa A. D'Alimonte, Attorney-in-Fact for Julia Phelps 3/22/2019
** 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 5(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.
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