Form 4 CBS CORP For: Jan 01 Filed by: SALERNO FREDERIC V
January 5, 2016 8:57 PM EST
| 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 |
| Expires: |
December 31, 2014 |
| 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
*
(Street)
|
2. Issuer Name
and
Ticker or Trading Symbol
CBS CORP
[
CBS, CBS.A
]
|
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)
01/01/2016
|
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
|
|
01/01/2016 |
|
A |
|
49
|
|
|
|
CBS Class A common stock
|
49
|
$
52.12
|
17,109
|
D
|
|
|
Phantom Class B Common Stock Units
|
|
01/01/2016 |
|
A |
|
55
|
|
|
|
CBS Class B common stock
|
55
|
$
47.13
|
17,199
|
D
|
|
| Explanation of Responses: |
|
| Remarks: |
| salerno-ex24.txt |
|
/s/ Frederic V. Salerno |
01/05/2016 |
|
** 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. |
CBS CORPORATION
POWER OF ATTORNEY
------------------
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned, a director
and/or officer of CBS Corporation, a Delaware corporation (the "Company"),
hereby constitute and appoint Lawrence P. Tu, Jonathan Anschell, Matthew D.
Morgeson and Kimberly D. Pittman, and each of them, my true and lawful
attorneys-in-fact and agents, with full power to act, together or each without
the other, for me and in my name, place and stead, in any and all capacities, to
execute and file for and on behalf of the undersigned (i) any reports on Forms
3, 4 and 5 (including any amendments thereto and any successors to such Forms)
with respect to ownership of securities of the Company, that the undersigned
may be required to file with the U.S. Securities and Exchange Commission in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules thereunder and (ii) 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. The Company will use
all reasonable efforts to apprise the undersigned of applicable filing
requirements for Section 16 purposes.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 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 30th day of December 2015.
Signature: /s/ Frederic V. Salerno
----------------------
Print Name: Frederic V. Salerno
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