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: DINH VIET D (Chief Legal and Policy Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-19	Restricted Stock Units	$	A	168258	Acquired		Class A Common Stock (168258)	Direct
2019-03-19	Restricted Stock Units	$	A	121087	Acquired		Class A Common Stock (121087)	Direct
2019-03-19	Stock Option (Right to Buy)	$40.26	A	187427	Acquired		Class A Common Stock (187427)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	8456	Direct
Class B Common Stock	350	Direct

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: 1-for-1.

F3: The securities reported are the result of the conversion of restricted 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.).

F4: The restricted stock units will vest 20% on September 30, 2019, 40% on June 30, 2020 and 40% on June 30, 2021, subject to the reporting person's continued service to Fox.

F5: The restricted stock units will vest 50% on June 15, 2020 and 50% on June 15, 2021.

F6: The stock option will vest 50% on June 15, 2020 and 50% on June 15, 2021.