View:
Download DOC
Download PDF
Download XLS
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 		 
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*
MAY THOMAS J
(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/31/2018
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 01/31/2018 M 4,152(1) A (1) 4,152 D
Class B Common Stock 01/31/2018 A 99(2) A (2) 4,251 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(3) (4) 01/31/2018 A 5,236 (4) (4) Class B Common Stock 5,236 (3) 5,236 D
Restricted Share Units(3) (1) 01/31/2018 M 4,152 (1) (1) Class B Common Stock 4,152 (3) 0 D
Explanation of Responses:
1. These shares represent Restricted Share Units ("RSUs") that were granted on January 31, 2017 and that vested on January 31, 2018, but which have not been received because the director elected to defer receipt. On the date of vesting, the closing price of the Class B Common Stock on The NASDAQ Global Select Market was $33.42 per share.
2. These shares reflect dividend equivalents that accrued on the RSUs prior to vesting and that were reinvested in Class B common stock upon vesting, but which have not been received because the director elected to defer receipt.
3. Granted under the Viacom Inc. 2011 RSU Plan for Outside Directors, as amended and restated as of January 1, 2016, and as further amended and restated as of October 31, 2016, for no consideration.
4. These RSUs will vest on January 31, 2019 and a corresponding number of Class B shares will be delivered on that date, unless the director has elected to defer receipt.
Remarks:
/s/ Christa A. D'Alimonte, Attorney-in-Fact for Thomas J. May 02/02/2018
** 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 28th day of March, 2017.


                                          /s/ Thomas J. May

----------------------------------------
                                          Thomas J. May