SEC Form 4

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Phelps Julia (Last) (First) (Middle) 1515 BROADWAY (Street) NEW YORK NY 10036 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol ViacomCBS Inc. [ VIACA,VIAC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP, Chief Comms & Corp Mktg
	3. Date of Earliest Transaction (Month/Day/Year) 11/30/2021
	4. 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 Acquired, Disposed of, or Beneficially Owned
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	11/30/2021		M		3,720(1)	A	$0(1)	17,466	D
Class B common stock	11/30/2021		M		845(2)	A	$0(2)	18,311	D
Class B common stock	11/30/2021		F		1,936(3)	D	$30.95	16,375	D
Class B common stock								157	I	By 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Restricted Share Units(4)	(2)	11/30/2021		M			845	11/30/2020(2)	(2)	Class B common stock	845	$0.0000(4)	845	D
Restricted Share Units(4)	(1)	11/30/2021		M			3,720	11/30/2021(1)	(1)	Class B common stock	3,720	$0.0000(4)	11,161	D

Explanation of Responses:

1. The shares identified in Table I were issued on November 30, 2021, upon vesting of the first of four equal annual installments of the Restricted Share Units ("RSUs") identified in Table II, which were initially granted on November 30, 2020. On November 30, 2021, the closing price of the Class B common stock on The NASDAQ Global Select Market was $30.95 per share.

2. The shares identified in Table I were issued on November 30, 2021, upon vesting of the third of four equal annual installments of the RSUs identified in Table II, which were initially granted on November 30, 2018. On November 30, 2021, the closing price of the Class B common stock on The NASDAQ Global Select Market was $30.95 per share.

3. These shares were withheld by ViacomCBS to satisfy tax liability incident to the vesting of, and delivery of shares underlying, the RSUs, and were not actually sold or otherwise disposed of in an open-market transaction.

4. Granted under ViacomCBS's long-term incentive plan for no consideration.

	/s/ Christa A. D'Alimonte, Attorney-in-Fact for Julia Phelps	12/02/2021
	** Signature of Reporting Person	Date
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