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SEC FORM 3 SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Davis Wade

(Last)

(First)

(Middle)

1515 BROADWAY

(Street)

NEW YORK

10036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/27/2012

3. Issuer Name and Ticker or Trading Symbol
Viacom Inc. [ VIA, VIAB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

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)
Class B Common Stock	33	D
Class B Common Stock	479	I	By 401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Phantom Common Stock Units⁽¹⁾	⁽¹⁾	⁽¹⁾	Class B Common Stock	1,365	⁽¹⁾	D
Employee Stock Option (Right to Buy)⁽²⁾	⁽³⁾	06/04/2016	Class B Common Stock	3,650	35.26	D
Employee Stock Option (Right to Buy)⁽⁴⁾	⁽⁵⁾	06/03/2017	Class B Common Stock	9,160	22.7	D
Employee Stock Option (Right to Buy)⁽⁴⁾	⁽⁶⁾	06/08/2018	Class B Common Stock	24,440	32.55	D
Employee Stock Option (Right to Buy)⁽⁷⁾	⁽⁸⁾	05/25/2019	Class B Common Stock	24,476	49.95	D
Employee Stock Option (Right to Buy)⁽⁷⁾	⁽⁹⁾	05/23/2020	Class B Common Stock	33,597	47.21	D
Restricted Share Units⁽⁴⁾	⁽¹⁰⁾	⁽¹⁰⁾	Class B Common Stock	3,965	⁽¹⁰⁾	D
Restricted Share Units⁽⁴⁾	⁽¹¹⁾	⁽¹¹⁾	Class B Common Stock	5,530	⁽¹¹⁾	D
Restricted Share Units⁽⁷⁾	⁽¹²⁾	⁽¹²⁾	Class B Common Stock	6,306	⁽¹²⁾	D
Restricted Share Units⁽⁷⁾	⁽¹³⁾	⁽¹³⁾	Class B Common Stock	10,803	⁽¹³⁾	D

Explanation of Responses:

1. Phantom Common Stock Units are payable in cash following the Reporting Person's retirement or other termination of service pursuant to the Viacom Excess 401(k) Plan for Designated Senior Executives. Each Viacom Class B Phantom Stock Unit is the economic equivalent of one share of the Issuer's Class B Common Stock.

2. Granted under the Viacom Inc. 2006 Long-Term Management Incentive Plan for no consideration.

3. Current.

4. Granted under the Viacom Inc. 2006 Long-Term Management Incentive Plan, as amended and restated December 2, 2008, for no consideration.

5. The remaining Stock Options, originally granted on June 3, 2009, will vest on June 3, 2013.

6. The remaining Stock Options. originally granted on June 8, 2010, will vest in two equal annual installments beginning on June 8, 2013.

7. Granted under the Viacom Inc. 2006 Long-Term Management Incentive Plan, as amended and restated January 1, 2011, for no consideration.

8. The remaining Stock Options, originally granted on May 25, 2011, will vest in three equal annual installments beginning on May 25, 2013.

9. The Stock Options were granted on May 23, 2012 and will vest in four equal annual installments beginning on May 23, 2013.

10. The remaining Restricted Share Units, originally granted on June 3, 2009, will vest on June 3, 2013 and will be settled by delivery of a corressponding number of shares of the Issuer's Class B Common Stock upon vesting.

11. The remaining Restricted Share Units, originally granted on June 8, 2010, will vest in two equal annual installments beginning on June 8, 2013 and will be settled by delivery of a corressponding number of shares of the Issuer's Class B Common Stock upon vesting.

12. The remaining Restricted Share Units, originally granted on May 25, 2011, will vest in three equal annual installments beginning on May 25, 2013 and will be settled by delivery of a corressponding number of shares of the Issuer's Class B Common Stock upon vesting.

13. The Restricted Share Units were granted on May 23, 2012, will vest in four equal annual installments beginning on May 23, 2013 and will be settled by delivery of a corressponding number of shares of the Issuer's Class B Common Stock upon vesting.

Remarks:

	/s/ Wade Davis	12/06/2012
	** 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 Number.

                                  VIACOM INC.
                              POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby
constitutes and appoints Michael D. Fricklas to be his true and lawful
attorney-in-fact and agent to execute and file for and on behalf of the
undersigned (i) any reports on Forms 3, 4 and 5 (including any amendments
thereto and any successors to such Forms) with respect to ownership of
securities of Viacom Inc. (the "Company"), that the undersigned may be
required to file with the Securities and Exchange Commission in accordance
with Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder and (ii) as necessary, any other documents necessary or
appropriate to obtain codes and passwords enabling the undersigned to file
such reports electronically.

          The undersigned acknowledges that the foregoing attorney-in-fact,
in serving in such capacity at the request of the undersigned, is not
assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act of
1934.

          This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 and 5 with respect
to the undersigned's holdings and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.

         IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 30th day of November, 2012.


	                                /s/ Wade Davis
	                                ------------------------------------
                                        Name:  Wade Davis