NEWS CORP — Director's Dealing 2013

Jul 17, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEWS CORP (NWS)
CIK: 0001564708
Period of Report: 2013-07-15

Reporting Person: Chao Elaine L. (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-15	Deferred Stock Units	$	A	2494	Acquired		Class A Common Stock (2494)	Direct
2013-07-15	Deferred Stock Units	$	A	2825	Acquired		Class A Common Stock (2825)	Direct
2013-07-15	Deferred Stock Units	$	A	2477	Acquired		Class A Common Stock (2477)	Direct

Footnotes

F1: Each deferred stock unit represents the equivalent of one share of News Corporation Class A Common Stock.

F2: The securities reported are the result of the conversion of deferred stock units originally granted by Twenty-First Century Fox, Inc. ("Fox") into deferred stock units of News Corporation in connection with the separation of News Corporation from Fox. The number of deferred stock units received was based on the ratio of the closing price on June 28, 2013 of Fox's Class A common stock and the volume weighted average price of News Corporation's Class A common stock over a 10-day period ending on July 15, 2013.

F3: The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of October 16, 2012.

F4: The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of January 2, 2013.

F5: The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of April 1, 2013.