SEC FORM 4/A 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*
Griffith JoAnne Adams

(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, Human Resources
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
01/04/2006
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 3,055 A (1) 3,055 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
Class B Phantom Common Stock Units(2) (3) 12/31/2005 A 630 (3) (3) Class B Common Stock 630 (3) 630 D
Employee Stock Option (Right to Buy)(4) $19.2356 01/03/2006 A 4,360 (5) 08/01/2007 Class B Common Stock 4,360 (6) 4,360 D
Employee Stock Option (Right to Buy)(4) $52.8979 01/03/2006 A 15,856 (5) 08/01/2009 Class B Common Stock 15,856 (6) 15,856 D
Employee Stock Option (Right to Buy)(4) $88.2945 01/03/2006 A 1,982 (5) 08/01/2010 Class B Common Stock 1,982 (6) 1,982 D
Employee Stock Option (Right to Buy)(4) $69.6265 01/03/2006 A 15,856 (5) 01/31/2011 Class B Common Stock 15,856 (6) 15,856 D
Employee Stock Option (Right to Buy)(4) $49.8233 01/03/2006 A 17,838 (5) 01/30/2012 Class B Common Stock 17,838 (6) 17,838 D
Employee Stock Option (Right to Buy)(4) $47.1493 01/03/2006 A 13,874 (7) 01/26/2013 Class B Common Stock 13,874 (6) 13,874 D
Employee Stock Option (Right to Buy)(4) $49.6089 01/03/2006 A 17,838 (5) 01/29/2013 Class B Common Stock 17,838 (6) 17,838 D
Employee Stock Option (Right to Buy)(4) $50.9459 01/03/2006 A 19,820 (5) 01/28/2014 Class B Common Stock 19,820 (6) 19,820 D
Restricted Share Units(8)(9) (9) 01/03/2006 A 2,477 (9) (9) Class B Common Stock 2,477 (10) 2,477 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. 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 Common Stock Unit is the economic equivalent of one share of the Issuer's Class B common stock.
3. In the Merger, each share of Viacom Class B Phantom common stock was deemed exchanged for 0.5 shares of CBS Corporation Class B Phantom common stock and 0.5 shares of the Issuer's Class B Phantom common stock. 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.
4. Right to buy under the Viacom Inc. 2006 Long-Term Management Incentive Plan.
5. Current.
6. In the Merger, each grant of stock options to purchase Viacom Class B common stock was converted into a number of stock options to purchase the Issuer's Class B common stock determined by multiplying the number of outstanding stock options included in the grant before the Merger by 0.792802. The per share exercise price of the converted stock option was determined by dividing the pre-Merger exercise price by 0.792802.
7. These options vest annually in four equal installments beginning on January 26, 2006.
8. Granted under the Viacom Inc. 2006 Long-Term Management Incentive Plan.
9. 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 in four equal annual installments beginning on January 26, 2006 and will be settled by delivery of a corresponding number of shares of the Issuer's Class B Common Stock upon vesting.
10. In the Merger, each grant of Restricted Stock Units of Viacom Class B common stock was converted into a number of Restricted Stock Units of the Issuer's Class B common stock determined by multiplying the number of Restricted Stock Units included in the grant before the Merger by 0.792802.
Remarks:
/s/ Griffith, JoAnne Adams 01/30/2006
** 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).
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