SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Franco Laura

(Last) (First) (Middle)
51 WEST 52ND STREET

(Street)
NEW YORK NY 10019

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/01/2019
3. Issuer Name and Ticker or Trading Symbol
CBS CORP [ CBS, CBS.A ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, General Counsel
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
CBS Class B common stock 31,778 D
CBS Class B common stock 4,787 I By 401(k)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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: 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
Employee Stock Option (right to buy)(1) (2) 02/12/2021 CBS Class B common stock 5,132 43.21 D
Employee Stock Option (right to buy)(1) 02/18/2020(3) 02/18/2024 CBS Class B common stock 4,909 45.79 D
Employee Stock Option (right to buy)(1) 02/22/2020(4) 02/22/2026 CBS Class B common stock 5,179 54.32 D
Employee Stock Option (right to buy)(1) (2) 02/19/2023 CBS Class B common stock 3,804 59.54 D
Employee Stock Option (right to buy)(1) (2) 02/20/2022 CBS Class B common stock 3,291 65.91 D
Employee Stock Option (right to buy)(1) 02/23/2020(5) 02/23/2025 CBS Class B common stock 4,285 66.31 D
Restricted Share Units(6) 02/18/2020(7) (7) CBS Class B common stock 825 (7) D
Restricted Share Units(6) 02/21/2020(8) (8) CBS Class B common stock 2,945 (8) D
Restricted Share Units(6) 02/22/2020(9) (9) CBS Class B common stock 2,521 (9) D
Restricted Share Units(6) 02/23/2020(10) (10) CBS Class B common stock 1,365 (10) D
Explanation of Responses:
1. Right to buy under Issuer's long term incentive plan.
2. Current.
3. Three quarters of these options are vested. The remaining options will vest on February 18, 2020.
4. One quarter of these options are vested. The remaining options will vest in three equal annual installments beginning on February 22, 2020.
5. One half of these options are vested. The remaining options will vest in two equal annual installments beginning on February 23, 2020.
6. Granted under the Issuer's long term incentive plan.
7. These Restricted Share Units vest on February 18, 2020 and are settled by delivery of a corresponding number of the Issuer's shares upon vesting.
8. These Restricted Share Units vest in four equal annual installments beginning on February 21, 2020 and are settled by delivery of a corresponding number of the Issuer's shares upon vesting.
9. These Restricted Share Units vest in three equal annual installments beginning on February 22, 2020 and are settled by delivery of a corresponding number of the Issuer's shares upon vesting.
10. These Restricted Share Units vest in two equal annual installments beginning on February 23, 2020 and are settled by delivery of a corresponding number of the Issuer's shares upon vesting.
Remarks:
lfranco-ex24.txt
/s/ Laura Franco 03/07/2019
** 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 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).
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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                       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 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 attorneys-in-fact, in 
serving in such capacity at the request of the undersigned, are 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 28th day of February, 2019.
      
      
                             Signature: /s/ Laura Franco
                             Print Name: Laura Franco