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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CBS CORP 51 WEST 52ND STREET NEW YORK, NY 10019 |
X | |||
Ten Acquisition Corp. 51 WEST 52ND STREET NEW YORK, NY 10019 |
X | |||
NAIRI INC 846 UNIVERSITY AVENUE NORWOOD, MA 02062-2631 |
X | |||
NATIONAL AMUSEMENTS INC /MD/ 846 UNIVERSITY AVENUE NORWOOD, MA 02062-2631 |
X | |||
REDSTONE SUMNER M 51 WEST 52ND STREET NEW YORK, NY 10019 |
X |
/s/ Angeline C. Straka, SVP and Secretary, CBS Corporation | 07/01/2008 | |
**Signature of Reporting Person | Date | |
/s/ Louis J. Briskman, Vice President and Secretary, Ten Acquisition Corp. | 06/30/2008 | |
**Signature of Reporting Person | Date | |
/s/ Sumner M. Redstone, Chairman and President, NAIRI Inc. | 07/01/2008 | |
**Signature of Reporting Person | Date | |
/s/ Sumner M. Redstone, Chairman and CEO, National Amusements Inc. | 07/01/2008 | |
**Signature of Reporting Person | Date | |
/s/ Sumner M. Redstone | 07/01/2008 | |
**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) | Reflects shares acquired from CNET, pursuant to the exercise of the "top-up" option provided in the Agreement and Plan of Merger, dated as of May 15, 2008 (the "Merger Agreement"), by and among CBS Corporation ("CBS"), Ten Acquisition Corp., a wholly-owned subsidiary of CBS ("Ten Acquisition"), and CNET Networks, Inc. ("CNET"). |
(2) | On June 30, 2008, at the effective time of the merger these shares were cancelled and ceased to exist. |
(3) | The shares were held by Ten Acquisition and may also be deemed to be beneficially owned by (a) CBS, (b) NAIRI Inc. ("NAIRI"), which owns approximately 80% of CBS' voting stock, (c) NAIRI's parent corporation, National Amusements Inc. ("NAI"), and (d) Mr. Sumner M. Redstone, who is the controlling stockholder of NAI. Following the consummation of the share purchase pursuant to the exercise of the "top-up" option, CBS contributed all of the shares directly held by it to Ten Acquistion on June 27, 2008. |
(4) | Reflects all of the outstanding shares of CNET not tendered in the offer and deemed acquired by CBS pursuant to the consummation of the merger. At the effective time of the merger, these shares were cancelled and ceased to exist. |
(5) | Prior to the merger, CBS held 100 shares of the common stock of Ten Acquisition, par value $0.01 per share, which shares represented all of the issued and outstanding capital stock of Ten Acquisition. Upon the merger of Ten Acquisition with and into CNET, each share of Ten Acquisition held by CBS converted into one share of CNET. Ten Acquisition's separate corporate existence ceased and CNET survived the merger as a direct, wholly-owned subsidiary of CBS. |