SEC Info - Redstone Sumner M - ‘4’ for 12/31/05 re: Viacom Inc.

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^*

REDSTONE SUMNER M

(Last)

(First)

(Middle)

1515 BROADWAY

(Street)

NEW YORK

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	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman of the Board

3. Date of Earliest Transaction (Month/Day/Year)
12/31/05

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/31/05		A		40	A	⁽¹⁾	40	D
Class A Common Stock	12/31/05		A		46,829,414	A	⁽¹⁾	46,829,414	I	By NAIRI, Inc. ⁽²⁾
Class B Common Stock	12/31/05		A		231,760	A	⁽¹⁾	231,760	D
Class B Common Stock	12/31/05		A		121	A	⁽¹⁾	121	I	By 401(k)
Class B Common Stock	12/31/05		A		39,809,527	A	⁽¹⁾	39,809,527	I	By NAIRI, Inc. ⁽²⁾
Class B Common Stock	12/31/05		A		100	A	⁽¹⁾	100	I	By Spouse

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Phantom Common Stock Units	⁽³⁾	1/3/06		A		1,437		⁽³⁾	⁽³⁾	Class B Common Stock	1,437	⁽⁴⁾	1,437	D
Class B Phantom Common Stock Units ⁽³⁾	⁽⁴⁾	12/31/05		A		389		⁽⁴⁾	⁽⁴⁾	Class B Common Stock	389	⁽⁴⁾	389	D
Employee Stock Option (Right to Buy) ⁽⁵⁾	$44.7906	1/3/06		A		244,304		⁽⁶⁾	7/1/14	Class B Common Stock	244,304	⁽⁷⁾	244,304	D
Employee Stock Option (Right to Buy) ⁽⁵⁾	$22.0737	1/3/06		A		244,304		⁽⁶⁾	1/30/07	Class B Common Stock	244,304	$0	244,304	D
Employee Stock Option (Right to Buy) ⁽⁵⁾	$19.2356	1/3/06		A		321,750		⁽⁶⁾	8/1/07	Class B Common Stock	321,750	⁽⁷⁾	321,750	D
Employee Stock Option (Right to Buy) ⁽⁵⁾	$38.55	1/3/06		A		1,954,436		⁽⁶⁾	8/20/08	Class B Common Stock	1,954,436	⁽⁷⁾	1,954,436	D
Employee Stock Option (Right to Buy) ⁽⁵⁾	$70.3203	1/3/06		A		977,218		⁽⁶⁾	5/4/10	Class B Common Stock	977,218	⁽⁷⁾	977,218	D
Employee Stock Option (Right to Buy) ⁽⁵⁾	$71.9096	1/3/06		A		366,456		⁽⁶⁾	5/23/11	Class B Common Stock	366,456	⁽⁷⁾	366,456	D
Employee Stock Option (Right to Buy) ⁽⁵⁾	$60.7466	1/3/06		A		293,165		⁽⁶⁾	5/22/12	Class B Common Stock	293,165	⁽⁷⁾	293,165	D
Employee Stock Option (Right to Buy) ⁽⁵⁾	$55.6003	1/3/06		A		390,887		⁽⁶⁾	5/21/13	Class B Common Stock	390,887	⁽⁷⁾	390,887	D
Employee Stock Option (Right to Buy) ⁽⁵⁾	$47.5025	1/3/06		A		268,734		⁽⁸⁾	5/19/14	Class B Common Stock	268,734	⁽⁷⁾	268,734	D
Employee Stock Option (Right to Buy) ⁽⁵⁾	$44.7906	1/3/06		A		488,609		⁽⁹⁾	7/1/14	Class B Common Stock	488,609	⁽⁷⁾	488,609	D

Explanation of Responses:

(1) Acquired pursuant to a merger between the former Viacom Inc. and Viacom Merger Sub Inc. (the Merger), in which each share of Viacom Class A common stock was exchanged for 0.5 shares of CBS Corporation Class A common stock and 0.5 shares of the Issuer's Class A common stock and 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 A common stock on the New York Stock Exchange was $40.00 and the opening price of the Issuer's Class B common stock on the New York Stock Exchange was $41.12 per share. The former Viacom Inc. changed its name to CBS Corporation, and the Issuer changed its name from New Viacom Corp. to Viacom Inc., upon completion of the Merger.

(2) These securities are owned directly by NAIRI, Inc. (NAIRI), but may also be deemed to be beneficially owned by (1) NAIRI's parent corporation, National Amusements, Inc. (NAI) and (2) Sumner M. Redstone, who is the controlling stockholder of NAI.

(3) 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 A Phantom Common Stock Unit is the economic equivalent of one share of the Issuer's Class A common stock and each Viacom Class B Phantom Common Stock Unit is the economic equivalent of one share of the Issuer's Class B common stock.

(4) 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.

(5) Right to buy under the Viacom Inc. 2006 Long-Term Management Incentive Plan.

(6) Current.

(7) 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.

(8) These options vest annually in four equal installments beginning on May 19, 2005.

(9) These options vest annually in four equal installments beginning on July 1, 2005.

Remarks:

	By: Michael D. Fricklas, Attorney-in-Fact	1/4/06
	** 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.
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____________ Transaction Code:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).

Redstone Sumner M – ‘4’ for 12/31/05 re: Viacom Inc.

On: Wednesday, 1/4/06, at 9:58pm ET · For: 12/31/05 · As: Director, Officer and 10% Owner · Accession #: 1339947-6-72 · File #: 1-32686

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Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
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