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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
REDSTONE SUMNER M 1515 BROADWAY NEW YORK, NY 10036 |
X | X | Chairman of the Board | |
NAIRI INC 200 ELM STREET DEDHAM, MA 02026 |
X | X | ||
NATIONAL AMUSEMENTS INC /MD/ 200 ELM STREET DEDHAM, MA 02026 |
X | X |
By: Michael D. Fricklas, Attorney-in-Fact | 01/04/2006 | |
**Signature of Reporting Person | Date | |
/s/ NAIRI, Inc., | 01/04/2006 | |
**Signature of Reporting Person | Date | |
/s/ National Amusements, Inc., | 01/04/2006 | |
**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) | All shares of the Issuer's Class A Common Stock and Class B Common Stock held indirectly by the Reporting Persons were canceled for no consideration in connection with the merger (the Merger) of Viacom Merger Sub Inc. with and into Viacom Inc. (Viacom), with Viacom as the surviving corporation of the Merger. On the date of the Merger, the Issuer changed its name from New Viacom Corp. to Viacom Inc., and beginning January 3, 2006, began regular way trading (VIA; VIA.B). |
(2) | These securities are owned directly by Viacom Inc. (Viacom), but may also be deemed to be beneficially owned by (1) NAIRI, Inc. (NAIRI), which owns approximately 71% of Viacom's voting stock, (2) NAIRI's parent corporation, National Amusements, Inc. (NAI) and (3) Sumner M. Redstone, who is the controlling stockholder of NAI. |
Remarks: * On the date of the transactions reported herein, the Issuer's two classes of securities, Class A Common Stock and Class B Common Stock, were traded on a when-issued basis under the symbols, VIA wi and VIA.B wi, respectively. |