NEWS CORP — Director's Dealing 2014

Dec 1, 2014

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)

Print or Type Responses)	Print or Type Responses)
1. Name and Address of Reporting Person*			2. Issuer NameandTicker		or Trading Symbol						5. Relationship of Reporting Person(s) to Issuer
Singh Bedi Ajay			NEWS CORP [NWS]								(Check all applicable)
											_ Director ___ 10% Owner
c/o News Corporation, 1211 Avenue of the Americas (Last) (First) (Middle)			3. Date of Earliest Transaction (Month/Day/Year) 11/26/2014								X Officer (give title below) _____ Other (specify below) Chief Financial Officer
	(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			11/26/2014			M		14,739	A	(1)	14,739	D
Class A Common Stock			11/26/2014			F		8,228	D	$15.45	6,511	D

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			Table II - Derivative	Table II - Derivative	Securities Acquired, Disposed of, or Beneficially Owned	Securities Acquired, Disposed of, or Beneficially Owned	Securities Acquired, Disposed of, or Beneficially Owned	Securities Acquired, Disposed of, or Beneficially Owned	Securities Acquired, Disposed of, or Beneficially Owned
			(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. Nature
Security	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	Beneficial
	Price of		(Month/Day/Year)	(Instr. 8)		Acquired (A) or					(Instr. 5)	Securities	Derivative	Ownership
	Derivative					Disposed of (D)						Beneficially	Security:	(Instr. 4)
	Security					(Instr. 3, 4, and						Owned	Direct (D)
						5)						Following	or Indirect
												Reported	(I)
				Code	V	(A) (D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares		Transaction (s) (Instr. 4)	(Instr. 4)
Stock-Settled									Class A
Restricted Share	(2)	11/26/2014		M		14,739(3)	(4)	(4)	Common	14,739	(1)	14,74~~0~~(4)	D
Units									Stock

Reporting Owners

Reporting Owners
	Relationships
Reporting Owner Name / Address	Director 10% Owner Officer	Other
Singh Bedi Ajay
c/o News Corporation 1211 Avenue of the Americas	Chief Financial Officer
New York, NY 10036

Signatures

/s/ Kenneth C. Mertz as Attorney-in-Fact for Bedi Ajay Singh 12/01/2014 **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) 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.

• (2) Each stock-settled restricted share unit is the economic equivalent of one share of News Corporation's Class A Common Stock.

• The number of stock-settled 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

• (3) 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.

• (4) The stock-settled restricted share units vest in two parts of which 14,739 vested on November 26, 2014 and 14,740 will vest on November 26, 2015.

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