SEC FORM 4 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
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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*
Mills Scott

(Last) (First) (Middle)
1515 BROADWAY

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Viacom Inc. [ VIA, VIAB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, CAO
3. Date of Earliest Transaction (Month/Day/Year)
05/18/2017
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 05/18/2017 M 8,685 A (1) 22,822(2) D
Class B Common Stock 05/18/2017 F 3,579(3) D $33.99 19,243 D
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) (1) 05/18/2017 M 8,685 (1) (1) Class B Common Stock 8,685 (4) 26,055 D
Employee Stock Option (Right to Buy)(4) $33.99 05/18/2017 A 131,965 (5) 05/18/2025 Class B Common Stock 131,965 (4) 131,965 D
Restricted Share Units(4) (6) 05/18/2017 A 39,718 (6) (6) Class B Common Stock 39,718 (4) 39,718 D
Explanation of Responses:
1. These shares were issued on May 18, 2017 upon vesting of the first of four equal annual installments of Restricted Share Units ("RSUs") that were granted on May 18, 2016. On the date of vesting, the closing price of the Class B Common Stock on The NASDAQ Global Select Market was $33.99 per share.
2. Includes shares of Class B Common Stock acquired by the executive officer in connection with a dividend reinvestment program exempt from Section 16(a).
3. These shares were withheld by Viacom 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 the Viacom Inc. 2016 Long-Term Management Incentive Plan for no consideration.
5. These Stock Options will vest in four equal annual installments beginning on May 18, 2018.
6. These RSUs will vest in four equal annual installments beginning on May 18, 2018 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 each vest date.
Remarks:
/s/ Christa A. D'Alimonte, Attorney-in-Fact for Scott Mills 05/22/2017
** 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.
                                       VIACOM INC.
                                  POWER OF ATTORNEY
          KNOW ALL MEN BY THESE PRESENTS that the undersigned hereby constitutes
and appoints Christa A. D'Alimonte 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, 5 and, if applicable, 144 (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/or
Rule 144 under the Securities Act of 1933, 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 and/or Rule 144 under the
Securities Act of 1933.
 
          This Power of Attorney shall remain in full force and effect until
 the
undersigned is no longer required to file Forms 3, 4, 5 and, if applicable, 144
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 7th day of April, 2017.

		          /s/ Scott Mills
		          -----------------------------
		         Scott Mills