CBS CORPORATION (NYSE:CBS) Files An 8-K Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans

CBS CORPORATION (NYSE:CBS) Files An 8-K Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans
Item 5.04Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.

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On November 17, 2017, a notice was sent to CBS Corporation’s (“CBS”) directors and executive officers (the “Updated Notice”), which updated the notice sent to them on October 19, 2017 regarding restrictions on their purchasing, selling or otherwise acquiring or transferring shares of CBS ClassA common stock, CBS Class B common stock and derivative securities, subject to certain exceptions, in connection with CBS’ offer to exchange its shares of CBS Radio Inc. common stock for shares of outstanding CBS Class B common stock, which was launched on October 19, 2017 (the “Exchange Offer”). The notice indicated that such trading restrictions would begin on November 10, 2017, at 1:00 p.m. Eastern Time, and end during the week of December 3, 2017 but could be shortened if the number of participants in the CBS 401(k) Plan and CBS Radio 401(k) Plan who participate in the Exchange Offer (“401(k) Participants”) did not meet a threshold. The Updated Notice indicated that the number of 401(k) Participants was less than the threshold and, as a result, CBS’ directors and executive officers were no longer subject to trading restrictions to Section306 of the Sarbanes-Oxley Act of 2002 and Regulation BTR (Blackout Trading Restriction).


CBS Corporation is a mass media company. The Company’s segments include Entertainment, Cable Networks, Publishing and Local Broadcasting. Its Entertainment segment is composed of the CBS Television Network; CBS Television Studios; CBS Global Distribution Group (composed of CBS Studios International and CBS Television Distribution); CBS Interactive, and CBS Films. The Company’s Cable Networks segment is composed of Showtime Networks; CBS Sports Network, and Smithsonian Networks. The Publishing segment is composed of Simon & Schuster, which publishes and distributes consumer books under imprints, such as Simon & Schuster, Pocket Books, Scribner, Gallery Books, Touchstone and Atria Books. The Local Broadcasting segment is composed of CBS Television Stations, its approximately 30 owned broadcast television stations, and CBS Radio, through which it owns and operates radio stations in the United States markets. It operates businesses, which span the media and entertainment industries.

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