Fox Corp — Director's Dealing 2019

Mar 21, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Fox Corp (FOX)
CIK: 0001754301
Period of Report: 2019-03-19

Reporting Person: MURDOCH KEITH RUPERT (Director, Co-Chairman)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-19	Restricted Stock Units	$	A	264355	Acquired		Class A Common Stock (264355)	Direct
2019-03-19	Restricted Stock Units	$	A	60673	Acquired		Class A Common Stock (60673)	Direct
2019-03-19	Restricted Stock Units	$	A	186289	Acquired		Class A Common Stock (186289)	Direct
2019-03-19	Stock Option (Right to Buy)	$40.26	A	288350	Acquired		Class A Common Stock (288350)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	105714	Direct
Class A Common Stock	2909810	Indirect
Class B Common Stock	5372	Direct
Class B Common Stock	1416666	Indirect

Footnotes

F1: Shares acquired in a pro rata distribution by Twenty-First Century Fox, Inc. ("21CF") of shares of Fox Corporation ("Fox") in connection with the separation of Fox from 21CF.

F2: Held by the GCM Trust which is administered by independent trustees for the benefit of the reporting person's minor children. 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 the securities for purposes of Section 16 or for any other purpose.

F3: 1-for-1.

F4: The securities reported are the result of the conversion of stock-settled performance stock units originally granted by 21CF into restricted stock units of Fox in connection with the separation of Fox from 21CF. The number of restricted stock units received was based on a conversion formula equal to a fraction, the numerator of which is one and the denominator of which is (a) three multiplied by (b) one minus the inverse of 1.357190 (i.e., the Distribution Adjustment Multiple as defined in the Amended and Restated Agreement and Plan of Merger, dated as of June 20, 2018, by and among 21CF, The Walt Disney Company, TWDC Holdco 613 Corp., WDC Merger Enterprises I, Inc. and WDC Merger Enterprises II, Inc.).

F5: The securities reported are the result of the conversion of restricted stock units originally granted by 21CF ("21CF RSUs") into restricted stock units of Fox in connection with the separation of Fox from 21CF. The number of restricted stock units received is equal to one-third of the 21CF RSUs beneficially owned by the reporting person immediately prior to the separation of Fox from 21CF.

F6: The restricted stock units will vest on August 15, 2020.

F7: The restricted stock units will vest on June 20, 2020.

F8: The restricted stock units will vest 50% on June 15, 2020 and 50% on June 15, 2021.

F9: The stock option will vest 50% on June 15, 2020 and 50% on June 15, 2021.