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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option Equivalents (1) | $ 30.78 | 04/02/2007 | A | 28 (2) | (3) | 03/16/2015 | CBS Class B common stock | 28 | (4) | 28 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| REDSTONE SUMNER M 51 WEST 52ND STREET NEW YORK, NY 10019 |
X | X | Executive Chairman | |
| /s/ Redstone, Sumner M. | 04/04/2007 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Each Stock Option Equivalent corresponds to one share of the Issuer's Class B common stock and, when notionally exercised, will result in a credit in the Reporting Person's deferred compensation account equal to the difference between the closing price of the Class B common stock on the New York Stock Exchange on the date of such exercise and the exercise price of the Stock Option Equivalent. |
| (2) | Each Class B Phantom Common Stock Unit is the economic equivalent of one share of the Issuer's Class B common stock. In accordance with the previously disclosed amendment, dated March 13, 2007, to the employment agreement between the Reporting Person and the Issuer (the ''Amended Employment Agreement''), the Reporting Person's deferred compensation account balance with the Issuer (including all Phantom Common Stock Units held therein on that date) was converted into Stock Option Equivalents on March 16, 2007. The Phantom Common Stock Units reported hereon were acquired as a result of a hypothetical dividend credit owed to the Reporting Person's deferred compensation account based on a record date prior to March 16 that did not become payable until April 2. Upon acquisition of the Phantom Common Stock Units on April 2, these Units were exchanged for additional Stock Option Equivalents. |
| (3) | These Stock Option Equivalents vest in four equal annual installments beginning on March 16, 2008. |
| (4) | The closing price of the Issuer's Class B common stock on the New York Stock Exchange on April 2, 2007 was $30.78. |