FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VIACOM INC [ VIA, VIAB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/11/2003 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 08/11/2003 | M | 10,000 | A(1) | $18.375 | 20,000 | D(2) | |||
Class B common stock | 08/11/2003 | M | 3,000 | A(1) | $18.9375 | 23,000 | D(2) | |||
Class B common stock | 08/11/2003 | M | 3,000 | A(1) | $25.25 | 26,000 | D(2) | |||
Class B common stock | 08/11/2003 | M | 3,000 | A(1) | $17.5 | 29,000 | D(2) | |||
Class B common stock | 08/11/2003 | M | 3,000 | A(1) | $15.25 | 32,000 | D(2) | |||
Class B common stock | 08/11/2003 | M | 3,000 | A(1) | $34.25 | 35,000 | D(2) | |||
Class B common stock | 08/11/2003 | J(1) | 25,000 | D | $0(1) | 10,000 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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: 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 | ||||||||
Director Stock Option (right to buy)(3) | $18.375 | 08/11/2003 | M | 10,000 | 01/27/1995 | 01/27/2004 | Class B common stock | 10,000 | $0 | 0 | D(5) | ||||
Director Stock Option (right to buy)(4) | $18.9375 | 08/11/2003 | M | 3,000 | 11/08/1995 | 11/08/2004 | Class B common stock | 3,000 | $0 | 0 | D(5) | ||||
Director Stock Option (right to buy)(4) | $25.25 | 08/11/2003 | M | 3,000 | 08/01/1996 | 08/01/2005 | Class B common stock | 3,000 | $0 | 0 | D(5) | ||||
Director Stock Option (right to buy)(4) | $17.5 | 08/11/2003 | M | 3,000 | 08/01/1997 | 08/01/2006 | Class B common stock | 3,000 | $0 | 0 | D(5) | ||||
Director Stock Option (right to buy)(4) | $15.25 | 08/11/2003 | M | 3,000 | 08/01/1998 | 08/01/2007 | Class B common stock | 3,000 | $0 | 0 | D(5) | ||||
Director Stock Option (right to buy)(4) | $34.25 | 08/11/2003 | M | 3,000 | 08/01/1999 | 08/01/2008 | Class B common stock | 3,000 | $0 | 0 | D(5) |
Explanation of Responses: |
1. These shares were issued in connection with the exercise of director stock options that were granted to the Reporting Person while he represented Verizon Communications Inc. (as successor to Bell Atlantic Corporation and, previously, NYNEX Corporation) on the Viacom Board of Directors. Those options were expressly held for the benefit of Verizon to whom these shares were delivered upon exercise. The Reporting Person disclaims beneficial ownership of these shares. |
2. Comprised of (i) 10,000 shares previously owned by the Reporting Person and (ii) shares resulting from the 8/11/2003 exercise of several options held for the benefit of Verizon reported on this Form 4. |
3. Right to buy under Issuer's Stock Option Plan for Outside Directors, held for the benefit of Verizon. |
4. Right to buy under Issuer's 1994 Stock Option Plan for Outside Directors, held for the benefit of Verizon. |
5. Since these options were expressly held for the benefit of Verizon, the underlying shares were delivered to Verizon upon exercise. The Reporting Person disclaims beneficial ownership of the options and the shares of common stock acquired upon exercise of the options. |
Remarks: |
/s/ Salerno, Frederic V. | 08/13/2003 | |
** 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 Number. |