NEWS CORP — Director's Dealing 2014

Dec 9, 2014

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM 4

Washington, D.C. 20549

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. 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	or Trading Symbol				5. Relationship of Reporting Person(s) to Issuer	5. Relationship of Reporting Person(s) to Issuer
MURDOCH JAMES R			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) 12/05/2014									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 (D)				Following Reported Transaction(s)		Ownership	of Indirect
			(Month/Day/Year)	any		Code		(Instr. 3, 4 and		5)		(Instr. 3 and 4)		Form:	Beneficial
				(Month/Day/Year)		(Instr. 8)								Direct (D)	Ownership
									(A)					or Indirect (I)	(Instr. 4)
						Code	V	Amount	or (D)		Price			(Instr. 4)
Class A Common Stock												97,65~~4~~(1)		D
															By JRM
Class A Common Stock												613,42~~5~~(1)		I	Family
															Trust
Class B Common Stock												41~~1~~(1)		D
Class A Common Stock			12/05/2014			~~G~~(2)	V	97,435	D	$	0	219		D
Class A Common Stock			12/08/2014			S		613,425	D	$15.64 (3)		0		I	By JRM Family
															Trust

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

( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative	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	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	10. Ownership Form of Derivative Security: Direct (D)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Security 5) Following or Indirect Reported (I) Date Expiration Title[Amount or Number of ] Transaction(s) (Instr. 4) Exercisable Date Shares Code V (A) (D) (Instr. 4)

Reporting Owners

Relationships Reporting Owner Name / Address Director 10% Owner Officer Other MURDOCH JAMES R c/o News Corporation X 1211 Avenue of the Americas New York, NY 10036

Signatures

/s/ Kenneth C. Mertz as Attorney-in-Fact for James R. Murdoch 12/09/2014 **Signature of Reporting Person Date

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) Shares acquired on June 28, 2013 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.

• (2) The gift reported was effected pursuant to an irrevocable donation and transfer of shares to Quadrivium, a charitable foundation.

• The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $15.46 to $15.81, inclusive. The reporting person undertakes to provide to News

• (3) Corporation, any security holder of News Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.