NEWS CORP — Director's Dealing 2014

Aug 19, 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

1. 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
KLEIN JOEL			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) 08/15/2014								X Director _ 10% Owner 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
									(A)			or Indirect (I)	(Instr. 4)
						Code	V	Amount	or (D)	Price		(Instr. 4)
Class A Common Stock			08/15/2014			M		140,733	A	(1)	140,733	D
Class A Common Stock			08/15/2014			F		78,558	D	$17.3	62,175	D
Class A Common Stock			08/15/2014			D		62,175	D	$17.3	0	D

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 2. 3. Transaction 3A. Deemed 4. 5. Number of 6. Date Exercisable and 7. Title and Amount of 8. Price of 9. Number 10. 11. Nature Security Conversion Date Execution Date, if Transaction Derivative 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) (Instr. 5) Securities Derivative Ownership Derivative or Disposed Beneficially Security: (Instr. 4) Security of (D) Owned Direct (D) (Instr. 3, 4, Following or Indirect and 5) Reported (I) Transaction (Instr. 4) Amount or Date Expiration (s) Title Number of Exercisable Date (Instr. 4) Code V (A) (D) Shares Cash-Settled Class A 08/15/2014 M 08/15/2014 08/15/2014 140,733 0 D Performance Share 140,733 Common

Units (2)

(3)

(1)

Stock

Reporting Owners

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

Signatures

/s/ Kenneth C. Mertz as Attorney-in-Fact for Joel Klein 08/19/2014

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

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

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

• (3) 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.

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