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NEWS CORP — Director's Dealing 2013
Oct 3, 2013
30325_rns_2013-10-03_da6fd64b-88db-48f0-bd5d-740369804852.pdf
Director's Dealing
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FORM 4
gecdf Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
| 1. Name and Address of Reporting Person* | 1. Name and Address of Reporting Person* | 2. Issuer NameandTicker | 2. Issuer NameandTicker | or Trading Symbol | or Trading Symbol | or Trading Symbol | 5. Relationship of Reporting Person(s) to Issuer | 5. Relationship of Reporting Person(s) to Issuer | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Murdoch Lachlan K | NEWS CORP [NWS] | (Check all applicable) | ||||||||||||
| c/o News Corporation, 1211 Avenue of the Americas (Last) (First) (Middle) |
3. Date of Earliest Transaction (Month/Day/Year) 10/01/2013 |
X Director _____ Officer (give title below) |
_ 10% Owner ___ Other (specify below) |
|||||||||||
| (Street) | 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line) | ||||||||||||
| X Form filed by One Reporting Person | ||||||||||||||
| New York, NY 10036 | ___ Form filed by More than One Reporting Person | |||||||||||||
| (City) | (State) | (Zip) | Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||
| 1.Title of Security | 2. Transaction | 2A. Deemed | 3. | 4. Securities Acquired | 5. Amount of Securities | Beneficially Owned | 6. | 7. Nature | ||||||
| (Instr. 3) | Date | Execution Date, if | Transaction | (A) or Disposed of | Following Reported Transaction(s) | Ownership | of Indirect | |||||||
| (Month/Day/Year) | any | Code | (D) | (Instr. 3 and 4) | Form: | Beneficial | ||||||||
| (Month/Day/Year) | (Instr. 8) | (Instr. 3, | 4 and 5) | Direct (D) | Ownership | |||||||||
| (A) | or Indirect (I) |
(Instr. 4) | ||||||||||||
| Code | V | Amount | or (D) |
Price | (Instr. 4) | |||||||||
| Class A Common Stock | 11~~4~~(1) | D | ||||||||||||
| Class B Common Stock | 1,46~~4~~(1) | D | ||||||||||||
| Class A Common Stock | 10/01/2013 | M | 50~~5~~(2) | A | (3) | 619 | D | |||||||
| Class A Common Stock | 10/01/2013 | D | 505 | D | $14.79 (4) |
114 | D | |||||||
| Class A Common Stock | 10/01/2013 | M | 62~~9~~(2) | A | (3) | 743 | D | |||||||
| Class A Common Stock | 10/01/2013 | D | 629 | D | $15.91 | 114 | D |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this SEC 1474 (9-02) form are not required to respond unless the form displays a currently valid OMB control number.
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security |
3. Transaction Date (Month/Day/Year) |
3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following |
10. Ownership Form of Derivative Security: Direct (D) or Indirect |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable |
Expiration Date |
Title | Amount or Number of Shares |
Reported Transaction (s) (Instr. 4) |
Reported Transaction (s) (Instr. 4) |
(I) (Instr. 4) |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Units |
Stock | (5) | 10/01/2013 | A | 50~~5~~(2) | (6) | (6) | Class A Common Stock |
505 | (2) | 505 | D | |||||||
| Deferred Units |
Stock | (5) | 10/01/2013 | A | 62~~9~~(2) | (7) | (7) | Class A Common Stock |
629 | (2) | 629 | D | |||||||
| Deferred Units |
Stock | (5) | 10/01/2013 | A | 77~~3~~(2) | (8) | (8) | Class A Common Stock |
773 | (2) | 773 | D | |||||||
| Deferred Units |
Stock | (5) | 10/01/2013 | A | 1,07~~7~~(2) | (9) | (9) | Class A Common Stock |
1,077 | (2) | 1,077 | D | |||||||
| Deferred Units |
Stock | (5) | 10/01/2013 | A | 80~~9~~(2) | (10) | (10) | Class A Common Stock |
809 | (2) | 809 | D | |||||||
| Deferred Units |
Stock | (5) | 10/01/2013 | A | 66~~0~~(2) | (11) | (11) | Class A Common Stock |
660 | (2) | 660 | D | |||||||
| Deferred Units |
Stock | (5) | 10/01/2013 | A | 53~~8~~(2) | (12) | (12) | Class A Common Stock |
538 | (2) | 538 | D | |||||||
| Deferred Units |
Stock | (5) | 10/01/2013 | A | 51~~4~~(2) | (13) | (13) | Class A Common Stock |
514 | (2) | 514 | D | |||||||
| Deferred Units |
Stock | (5) | 10/01/2013 | A | 68~~2~~(2) | (14) | (14) | Class A Common Stock |
682 | (2) | 682 | D | |||||||
| Deferred Units |
Stock | (5) | 10/01/2013 | A | 61~~3~~(2) | (15) | (15) | Class A Common Stock |
613 | (2) | 613 | D | |||||||
| Deferred Units |
Stock | (5) | 10/01/2013 | A | 55~~0~~(2) | (16) | (16) | Class A Common Stock |
550 | (2) | 550 | D | |||||||
| Deferred Units |
Stock | (5) | 10/01/2013 | A | 45~~2~~(2) | (17) | (17) | Class A Common Stock |
452 | (2) | 452 | D | |||||||
| Deferred Units |
Stock | (5) | 10/01/2013 | A | 48~~4~~(2) | (18) | (18) | Class A Common Stock |
484 | (2) | 484 | D | |||||||
| Deferred | Stock | Class A | |||||||||||||||||
| Units | (5) | 10/01/2013 |
A |
58~~2~~(2) |
(19) | (19) | Common Stock |
582 | (2) | 582 | D |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Units |
Stock | (5) | 10/01/2013 | A | 47~~6~~(2) | (20) | (20) | Class A Common Stock |
476 | (2) | 476 | D | |
| Deferred Units |
Stock | (5) | 10/01/2013 | A | 43~~9~~(2) | (21) | (21) | Class A Common Stock |
439 | (2) | 439 | D | |
| Deferred Units |
Stock | (5) | 10/01/2013 | A | 38~~2~~(2) | (22) | (22) | Class A Common Stock |
382 | (2) | 382 | D | |
| Deferred Units |
Stock | (5) | 10/01/2013 | A | 35~~6~~(2) | (23) | (23) | Class A Common Stock |
356 | (2) | 356 | D | |
| Deferred Units |
Stock | (5) | 10/01/2013 | A | 32~~8~~(2) | (24) | (24) | Class A Common Stock |
328 | (2) | 328 | D | |
| Deferred Units |
Stock | (5) | 10/01/2013 | A | 28~~8~~(2) | (25) | (25) | Class A Common Stock |
288 | (2) | 288 | D | |
| Deferred Units |
Stock | (5) | 10/01/2013 | M | 505 | (26) | (26) | Class A Common Stock |
505 | (3) | 0 | D | |
| Deferred Units |
Stock | (5) | 10/01/2013 | M | 629 | (26) | (26) | Class A Common Stock |
629 | (3) | 0 | D | |
| Deferred Units |
Stock | (5) | 10/01/2013 | A | 3,928 | (27) | (27) | Class A Common Stock |
3,928 | $15.91 | 3,928 | D |
Reporting Owners
Relationships Reporting Owner Name / Address Director 10% Owner Officer Other Murdoch Lachlan K c/o News Corporation X 1211 Avenue of the Americas New York, NY 10036
Signatures
/s/ Kenneth C. Mertz as Attorney-in-Fact for Lachlan K. Murdoch
10/03/2013
** ~~S~~ ignature of Reporting Person
Date
Explanation of Responses:
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If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1) Shares acquired in a pro rata distribution by Twenty-First Century Fox, Inc. ("Fox") of shares of News Corporation in connection with the separation of News Corporation from Fox.
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The securities reported are the result of the issuance of deferred stock units of News Corporation pursuant to the Employee Matters Agreement entered into in connection with the separation of News Corporation from Fox. Under Australian law, the issuance could not be effected until October 1, 2013. The number of deferred stock units received was equivalent to the number of News Corporation
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(2) shares a stockholder of Fox would have received in connection with the separation had such stockholder held a number of shares equal to the number of outstanding deferred stock units granted by Fox to the reporting person prior to the separation.
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(3) The deferred stock units were deemed to have settled for the cash value of an equivalent number of shares of News Corporation's Class A Common Stock.
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Settlement value was based on the closing price of News Corporation's Class A Common Stock on July 1, 2013, the fifth anniversary of the original grant date. Under Australian law, the issuance of
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(4) deferred stock units of News Corporation could not be effected until October 1, 2013.
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(5) Each deferred stock unit represents the equivalent of one share of News Corporation Class A Common Stock.
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(6) The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of July 1, 2008.
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(7) The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of October 1, 2008.
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(8) The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of January 2, 2009.
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(9) The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of April 1, 2009.
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(10) The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of July 1, 2009.
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(11) The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of October 1, 2009.
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(12) The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of January 4, 2010.
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(13) The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of April 1, 2010.
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(14) The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of July 1, 2010.
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(15) The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of October 1, 2010.
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(16) The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of January 3, 2011.
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(17) The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of April 1, 2011.
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(18) The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of July 1, 2011.
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(19) The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of October 3, 2011.
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(20) The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of January 3, 2012.
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(21) The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of April 2, 2012.
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(22) The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of July 2, 2012.
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(23) The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of October 1, 2012.
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(24) The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of January 2, 2013.
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(25) The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of April 1, 2013.
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(26) The deferred stock units became payable in cash upon the fifth anniversary of the original grant date.
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(27) The deferred stock units become payable in cash upon the fifth anniversary of the grant date.
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