NEWS CORP — Director's Dealing 2014

Aug 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEWS CORP (NWS)
CIK: 0001564708
Period of Report: 2014-08-15

Reporting Person: Halpin Kevin (Deputy Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-08-15	Class A Common Stock	M	13239	—	Acquired	13239	Direct
2014-08-15	Class A Common Stock	F	4895	$17.30	Disposed	8344	Direct
2014-08-15	Class A Common Stock	M	34798	—	Acquired	43142	Direct
2014-08-15	Class A Common Stock	F	14853	$17.30	Disposed	28289	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-15	Stock-Settled Restricted Share Units	$	M	13239	Disposed	2014-08-15	Class A Common Stock (13239)	Direct
2014-08-15	Stock-Settled Performance Share Units	$	M	34798	Disposed	2014-08-15	Class A Common Stock (34798)	Direct

Footnotes

F1: The stock-settled restricted share units were deemed to have settled for an equivalent number of shares of News Corporation's Class A Common Stock.

F2: The stock-settled performance share units were deemed to have settled for an equivalent number of shares of News Corporation's Class A Common Stock.

F3: Each restricted share unit and performance share unit is the economic equivalent of one share of News Corporation's Class A Common Stock.

F4: The number of restricted share units reported herein was adjusted in connection with the separation (the "Separation") of News Corporation from Twenty-First Century Fox, Inc. ("Fox") on June 28, 2013. The adjustment 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 (the "Conversion Ratio").

F5: The number of performance share units reported herein was adjusted in connection with the Separation based on the Conversion Ratio.