NEWS CORP — Director's Dealing 2013

Oct 3, 2013

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 4

fgecd Check this box if no longer subject to Section STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). 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. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)

2. Name and Address of Reporting Person[*] 2. Issuer Name and Ticker or Trading Symbol 5. Relationship of Reporting Person(s) to Issuer BANCROFT NATALIE NEWS CORP [NWS] (Check all applicable) X Director _____ 10% Owner (Last) (First) (Middle) 3. Date of Earliest Transaction (Month/Day/Year) c/o News Corporation, 1211 Avenue of the Americas 10/01/2013 _____ Officer (give title below) _____ 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 5. Amount of Securities Beneficially Owned 6. 7. Nature (Instr. 3) Date Execution Date, if Transaction Acquired (A) or Following Reported Transaction(s) Ownership of Indirect (Month/Day/Year) any Code Disposed of (D) (Instr. 3 and 4) Form: Beneficial (Month/Day/Year) (Instr. 8) (Instr. 3, 4 and 5) Direct (D) Ownership or Indirect (Instr. 4) (A) (I) or (Instr. 4) Code V Amount (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

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----- Start of picture text ----- ( e.g. , puts, calls, warrants, options, convertible securities)1. Title of Derivative 2. 3. Transaction 3A. Deemed 4. 5. Number of 6. Date Exercisable 7. Title and Amount of 8. Price of 9. Number 10. 11. NatureSecurity Conversion Date Execution Date, if Transaction Derivative and Expiration Date Underlying Securities Derivative of Ownership of Indirect(Instr. 3) or Exercise (Month/Day/Year) any Code Securities (Month/Day/Year) (Instr. 3 and 4) Security Derivative Form of BeneficialPrice of (Month/Day/Year) (Instr. 8) Acquired (A) or (Instr. 5) Securities Derivative OwnershipDerivative Disposed of (D) Beneficially Security: (Instr. 4)Security (Instr. 3, 4, and Owned Direct (D)5) Following or IndirectReported (I)Date Expiration Amount or Transaction (Instr. 4)Title Number of (s)Exercisable DateCode V (A) (D) Shares (Instr. 4)Class ADeferred Stock(1) 10/01/2013 A 3,928 [(2)] [(2)] Common 3,928 $15.91 3,928 DUnitsStock----- End of picture text -----

Reporting Owners

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----- Start of picture text ----- RelationshipsReporting Owner Name / AddressDirector 10% Owner Officer OtherBANCROFT NATALIEc/o News Corporation X1211 Avenue of the AmericasNew York, NY 10036----- End of picture text -----

Signatures

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----- Start of picture text ----- /s/ Kenneth C. Mertz as Attorney-in-Fact for Natalie Bancroft 10/03/2013Signature of Reporting Person Date----- End of picture text -----**

**Signature of Reporting Person

Explanation of Responses:

• If the form is filed by more than one reporting person, see Instruction 4(b)(v).

• ****** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

• (1) Each deferred stock unit represents the equivalent of one share of News Corporation Class A Common Stock.

• (2) The deferred stock units become payable in cash upon the fifth anniversary of the grant date.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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