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Fox Corp — Director's Dealing 2019
Mar 21, 2019
30188_dirs_2019-03-20_3e1e5fe9-efb5-4405-83f4-eb31cdc005b5.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Fox Corp (FOX)
CIK: 0001754301
Period of Report: 2019-03-18
Reporting Person: TWENTY-FIRST CENTURY FOX, INC. (10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2019-03-18 | Common Stock | J | 100 | — | Disposed | 0 | Direct |
| 2019-03-18 | Class B Common Stock | J | 1 | — | Acquired | 1 | Direct |
| 2019-03-19 | Class A Common Stock | J | 354328270 | — | Acquired | 354328270 | Direct |
| 2019-03-19 | Class B Common Stock | J | 266173650 | — | Acquired | 266173651 | Direct |
| 2019-03-19 | Class A Common Stock | J | 354328270 | $0.00 | Disposed | 0 | Direct |
| 2019-03-19 | Class B Common Stock | J | 266173651 | $0.00 | Disposed | 0 | Direct |
Footnotes
F1: Reflects transactions exempt pursuant to Rule 16b-7, in which the Amended and Restated Certificate of Incorporation of Fox Corporation ("Fox") filed with the Secretary of the State of Delaware on March 18, 2019, reclassified 100 shares of Fox Common Stock into one share of Fox Class B Common Stock.
F2: In connection with the spin-off of Fox by Twenty-First Century Fox, Inc. ("21CF") and pursuant to the Master Restructuring Agreement, by and between Fox and 21CF dated March 18, 2019, 21CF received 354,328,270 shares of Fox Class A Common Stock and 266,173,650 shares of Fox Class B Common Stock which, when combined with the one share of Fox Class B Common Stock held by 21CF prior thereto, equals the number of shares of Fox Class A Common Stock and Fox Class B Common Stock to be distributed by 21CF in the Distribution (defined below).
F3: Pursuant to the Amended and Restated Distribution Agreement and Plan of Merger, dated as of June 20, 2018 (the "Merger Agreement"), 21CF effected the Distribution Merger (as such term is defined in the Merger Agreement) on March 19, 2019, and caused to be distributed to the holders of its common stock, by means of a pro-rata distribution without consideration, an aggregate of 354,328,270 shares of Fox Class A Common Stock and 266,173,651 shares of Fox Class B Common Stock (the "Distribution").