NEWS CORP — Director's Dealing 2014

Oct 2, 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)

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 10/01/2014 _____ 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 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 or Indirect (Instr. 4) (A) (I) or (Instr. 4) Code V Amount (D) Price Class A Common Stock 10/01/2014 M 5,679 A (1) 5,679 D Class A Common Stock 10/01/2014 D 5,679 D $15.97 0 D

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

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----- Start of picture text ----- Table II - Derivative 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. 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(2) 10/01/2014 M 5,679 [(3)] [(3)] Common 5,679 (1) 0 DUnitsStock----- End of picture text -----

Class A[(4)][(4)] Common 1,956 $15.97 1,956 D Stock

Deferred Stock (2) 10/01/2014 Units

A

1,956

Reporting Owners

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

Signatures

/s/ Kenneth C. Mertz as Attorney-in-Fact for Natalie Bancroft 10/02/2014 **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 deferred stock units were deemed to have settled for the cash value of an equivalent number of shares of News Corporation's Class A Common Stock.

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

• (3) The deferred stock units became payable in cash on October 1, 2014, the fifth anniversary of the grant date.

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

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