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
Halpin Kevin			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) 08/15/2014								X Officer (give title below) _____ Other (specify below) DeputyChief 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			5. Amount of Securities Beneficially Owned	6.	7. Nature
(Instr. 3)			Date	Execution Date, if		Transaction		Acquired (A)		or	Following Reported Transaction(s)	Ownership	of Indirect
			(Month/Day/Year)	any		Code		Disposed of (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		13,239	A	(1)	13,239	D
Class A Common Stock			08/15/2014			F		4,895	D	$17.3	8,344	D
Class A Common Stock			08/15/2014			M		34,798	A	(2)	43,142	D
Class A Common Stock			08/15/2014			F		14,853	D	$17.3	28,289	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,	(e.g., puts, calls, warrants,	(e.g., puts, calls, warrants,	options, convertible securities)	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)
				Code	V	(A) (D)	Date Exercisable Expiration Date	Title	Amount or Number of Shares		Transaction (s) (Instr. 4)	(Instr. 4)

Stock-Settled Restricted Share Units Stock-Settled Performance Share Units	(3) 08/15/2014 M 13,239 (4) 08/15/2014 08/15/2014 Class A Common Stock 13,239 (1) 0 D (3) 08/15/2014 M 34,798 (5) 08/15/2014 08/15/2014 Class A Common Stock 34,798 (2) 0 D

Reporting Owners

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

Signatures

/s/ Kenneth C. Mertz as Attorney-in-Fact for Kevin Halpin 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 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) The stock-settled performance share units were deemed to have settled for an equivalent number of shares of News Corporation's Class A Common Stock.

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

• The number of 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 June 28, 2013.

• (4) 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 (the "Conversion Ratio").

• (5) The number of performance share units reported herein was adjusted in connection with the Separation based on the Conversion Ratio.

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