NEWS CORP — Director's Dealing 2014

Aug 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEWS CORP (NWS)
CIK: 0001564708
Period of Report: 2014-08-11

Reporting Person: Halpin Kevin (Deputy Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-08-11	Performance Share Units	$	A	34798	Acquired	2014-08-15	Class A Common Stock (34798)	Direct

Footnotes

F1: Each performance share unit is the economic equivalent of one share of the Company's Class A common stock.

F2: The performance share units were granted to the Reporting Person after the achievement of pre-determined performance measures over the three-year performance period and shall vest on August 15, 2014. The number of performance 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.