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*
TERRELL FREDERICK

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/01/2020
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
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
Phantom Class A Common Stock Units (1) 01/01/2020 A 621 (1) (1) Class A common stock 621 $44.87 2,894 D
Phantom Class B Common Stock Units (1) 01/01/2020 A 663 (1) (1) Class B common stock 663 $41.97 3,019 D
Explanation of Responses:
1. Reporting Person has elected to defer payment of Board/Committee fees, as applicable, pursuant to the Issuer's deferred compensation arrangement for directors. Deferred amounts (including any cash dividends credited during the previous quarter) are deemed invested quarterly in the number of Phantom Common Stock Units equal to the number of shares of Class A and Class B Common Stock that such amounts would have purchased when converted. Phantom Common Stock Units are paid out after the Director's retirement from the Board and are settled in cash.
Remarks:
terrell20-ex24.txt
Christa A. D'Alimonte, Attorney-in-fact for Frederick O. Terrell 01/03/2020
** 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.
                                                                                
                              EXHIBIT 24.1

				POWER OF ATTORNEY

		KNOW ALL PERSONS BY THESE PRESENTS that the undersigned hereby constitutes and
  appoints Christa A. D'Alimonte to be his or her 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 ViacomCBS 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.  This Power of Attorney also serves
  to revoke and replace as of the date hereof, any prior Power of Attorney 
executed by the undersigned with respect to the ownership of securities of the 
Company.

           	IN WITNESS WHEREOF, the undersigned has caused this Power of 
Attorney to be executed as of this 4th day of December, 2019.
 
				/s/ Frederick O. Terrell
				Name:	Frederick O. Terrell