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*
DAUMAN PHILIPPE P

(Last) (First) (Middle)
1515 BROADWAY

(Street)
NEW YORK NY 10036

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
New Viacom Corp. [ VIA, VIAB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2005
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 12/31/2005 A 2,500 A (1) 2,500 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
Director Stock Option (Right to Buy)(2) $70.3203 01/03/2006 A 4,886 (3) 05/04/2010 Class B Common Stock 4,886 (4) 4,886 D
Director Stock Option (Right to Buy)(2) $88.2945 01/03/2006 A 1,465 (3) 08/01/2010 Class B Common Stock 1,465 (4) 1,465 D
Director Stock Option (Right to Buy)(2) $69.6265 01/03/2006 A 1,465 (3) 01/31/2011 Class B Common Stock 1,465 (4) 1,465 D
Director Stock Option (Right to Buy)(2) $50.4414 01/03/2006 A 1,465 (3) 01/31/2012 Class B Common Stock 1,465 (4) 1,465 D
Director Stock Option (Right to Buy)(2) $48.6251 01/03/2006 A 1,465 (3) 01/31/2013 Class B Common Stock 1,465 (4) 1,465 D
Director Stock Option (Right to Buy)(2) $50.8324 01/03/2006 A 1,954 (5) 01/31/2014 Class B Common Stock 1,954 (4) 1,954 D
Director Stock Option (Right to Buy)(2) $47.0988 01/03/2006 A 1,954 (6) 01/31/2015 Class B Common Stock 1,954 (4) 1,954 D
Restricted Share Units(7)(8) (8) 01/03/2006 A 763 05/26/2006(8) (8) Class B Common Stock 763 (9) 763 D
Explanation of Responses:
1. Acquired pursuant to a merger between the former Viacom Inc. (now known as CBS Corporation) and Viacom Merger Sub Inc. (the Merger), in which each share of Viacom Class B common stock was exchanged for 0.5 shares of CBS Corporation Class B common stock and 0.5 shares of the Issuer's Class B common stock, with fractional shares paid in cash. On January 3, 2006, the first business day following the effective time of the Merger, the opening price of the Issuer's Class B common stock on the New York Stock Exchange was $41.12 per share. The Issuer changed its name from New Viacom Corp. to Viacom Inc. upon completion of the Merger.
2. Right to buy under the Viacom Inc. 2006 Stock Option Plan for Outside Directors.
3. Current.
4. In the Merger, each grant of stock options to buy Viacom Class B common stock was converted into an equal number of stock options to buy CBS Corporation Class B common stock and the Issuer's Class B common stock determined by multiplying the number of outstanding stock options included in the grant before the Merger by 0.488609. The per share exercise price of the converted stock options was determined by dividing the pre-Merger exercise price by 1.273438 for the CBS Corporation and by 0.792802 for the Issuer's options.
5. These options vest annually in three equal installments beginning on January 31, 2005.
6. These options vest annually in three equal installments beginning on January 31, 2006.
7. Granted under the Viacom Inc. 2006 RSU Plan for Outside Directors.
8. Each Restricted Share Unit is the economic equivalent of one share of the Issuer's Class B common stock. The Restricted Share Units will vest on May 26, 2006 and will be settled by delivery of a corresponding number of shares upon vesting, unless the Reporting Person has elected to defer settlement.
9. In the Merger, each grant of Restricted Share Units of Viacom Class B common stock was converted into an equal number of Restricted Share Units of CBS Corporation Class B common stock and Restricted Share Units of the Issuer's Class B common stock determined by multiplying the number of restricted share units included in the grant before the Merger by 0.488609.
Remarks:
By: Michael D. Fricklas, Attorney-in-Fact 01/04/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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