1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Class B Phantom Common Stock Units
|
Â
(2)
|
Â
(2)
|
CBS Class B common stock
|
457
|
$
(2)
|
D
|
Â
|
Deferred Award
(3)
|
Â
(4)
|
Â
(4)
|
CBS Class B common stock
|
0
(3)
|
$
(3)
|
D
|
Â
|
Deferred Award
(5)
|
Â
(4)
|
Â
(4)
|
CBS Class B common stock
|
0
(5)
|
$
(5)
|
D
|
Â
|
Employee Stock Option (right to buy)
(6)
|
Â
(7)
|
03/31/2009 |
CBS Class B common stock
|
1,897
|
$
28.9924
|
D
|
Â
|
Employee Stock Option (right to buy)
(6)
|
Â
(7)
|
01/25/2010 |
CBS Class B common stock
|
207,252
|
$
44.1875
|
D
|
Â
|
Employee Stock Option (right to buy)
(6)
|
Â
(7)
|
04/01/2010 |
CBS Class B common stock
|
1,339
|
$
41.0464
|
D
|
Â
|
Employee Stock Option (right to buy)
(6)
|
Â
(7)
|
01/31/2011 |
CBS Class B common stock
|
191,015
|
$
43.3473
|
D
|
Â
|
Employee Stock Option (right to buy)
(6)
|
Â
(7)
|
04/01/2011 |
CBS Class B common stock
|
1,622
|
$
33.8965
|
D
|
Â
|
Employee Stock Option (right to buy)
(6)
|
Â
(7)
|
01/30/2012 |
CBS Class B common stock
|
191,015
|
$
31.0184
|
D
|
Â
|
Employee Stock Option (right to buy)
(6)
|
Â
(7)
|
03/30/2012 |
CBS Class B common stock
|
1,470
|
$
37.4067
|
D
|
Â
|
Employee Stock Option (right to buy)
(6)
|
Â
(8)
|
01/26/2013 |
CBS Class B common stock
|
113,122
|
$
29.3537
|
D
|
Â
|
Employee Stock Option (right to buy)
(6)
|
Â
(7)
|
01/29/2013 |
CBS Class B common stock
|
191,015
|
$
30.8849
|
D
|
Â
|
Employee Stock Option (right to buy)
(6)
|
04/01/2006 |
03/28/2013 |
CBS Class B common stock
|
1,852
|
$
29.6913
|
D
|
Â
|
Employee Stock Option (right to buy)
(6)
|
Â
(7)
|
01/28/2014 |
CBS Class B common stock
|
191,015
|
$
31.7173
|
D
|
Â
|
Employee Stock Option (right to buy)
(6)
|
04/01/2007 |
03/31/2014 |
CBS Class B common stock
|
1,795
|
$
30.6337
|
D
|
Â
|
Employee Stock Option (right to buy)
(6)
|
04/01/2008 |
03/31/2015 |
CBS Class B common stock
|
2,008
|
$
27.3826
|
D
|
Â
|
Putative Debenture
|
Â
(9)
|
Â
(9)
|
CBS Class B common stock
|
2,730.846
|
$
(10)
|
D
|
Â
|
Putative Debenture
|
Â
(9)
|
Â
(9)
|
CBS Class B common stock
|
44,027.233
|
$
(11)
|
D
|
Â
|
Putative Debenture
|
Â
(9)
|
Â
(9)
|
CBS Class B common stock
|
54,909.962
|
$
(12)
|
D
|
Â
|
Restricted Share Units
|
Â
(13)
|
Â
(13)
|
CBS Class B common stock
|
20,439
|
$
(13)
|
D
|
Â
|
* |
If the form is filed by more than one reporting person, see Instruction 5(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) |
The Reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or any other purposes. |
(2) |
Phantom common stock units are payable in cash following the Reporting Person's retirement or other termination of service pursuant to the Issuer's Excess 401(k) Plan for Designated Senior Executives. Each CBS Corporation Class A Phantom common stock unit is the economic equivalent of one share of CBS Corporation Class A common stock and each CBS Corporation Class B Phantom common stock unit is the economic equivalent of one share of CBS Corporation Class B common stock. |
(3) |
Deferred incentive compensation award in the amount of $973,800. This bonus amount is held in a deferral account and credited based on the higher of interest at a rate determined by the committee or, if higher, appreciation in the Company's Class B common stock price. |
(4) |
Following termination of service. |
(5) |
Deferred special award in the amount of $250,000. This special award amount is held in a deferral account and credited based on appreciation, if any, in the Company's Class B common stock price. |
(6) |
Right to buy under Issuer's long term incentive plan. |
(7) |
Current. |
(8) |
These options vest in four equal annual installments beginning on January 26, 2006. |
(9) |
The Putative Debentures reflect deferral of an award under the Issuer's annual performance plan or long term incentive plan. Putative Debentures convert to shares (if in the money) and are paid in a lump sum or installments following termination of service. A tax-withholding feature is associated with the Putative Debentures. |
(10) |
The conversion rate is 10.0031 shares per $100 debenture. |
(11) |
The conversion rate is 6.9084 shares per $100 debenture. |
(12) |
The conversion rate is 7.4434 shares per $100 debenture. |
(13) |
The Restricted Share Units will vest in four equal annual installments beginning on January 26, 2006 and will be settled by delivery of a corresponding number of the Issuer's shares upon vesting. |