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 16. Form 4 or Form 5 obligations may continue.

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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
Thomson Robert J			NEWS CORP [NWS]								(Check all applicable)
											X 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) Chief Executive 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			08/15/2014			M		52,276	A	(1)	52,276	D
Class A Common Stock			08/15/2014			F		29,181	D	$17.3	23,095	D
Class A Common Stock			08/15/2014			D		23,095	D	$17.3	0	D
Class A Common Stock			08/15/2014			M		134,782	A	(2)	134,782	D
Class A Common Stock			08/15/2014			F		75,236	D	$17.3	59,546	D
Class A Common Stock			08/15/2014			D		59,546	D	$17.3	0	D

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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 Security	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 5) 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 Following Reported	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Cash-Settled Restricted Share Unit~~s~~(3) Cash-Settled Performance Share Unit~~s~~(3)	Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Transaction (s) (Instr. 4) (Instr. 4) (4) 08/15/2014 M 52,276 (5) 08/15/2014 08/15/2014 Class A Common Stock 52,276 (1) 0 D (4) 08/15/2014 M 134,782 (6) 08/15/2014 08/15/2014 Class A Common Stock 134,782 (2) 0 D

Reporting Owners

Relationships Reporting Owner Name / Address Director 10% Owner Officer Other Thomson Robert J c/o News Corporation X Chief Executive Officer 1211 Avenue of the Americas New York, NY 10036

Signatures

/s/ Kenneth C. Mertz as Attorney-in-Fact for Robert J. Thomson 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 restricted share units were deemed to have settled for an equivalent number of shares of News Corporation's Class A Common Stock.

• (2) 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.

• (3)[The Compensation Committee of the Board of Directors of News Corporation determined to settle the Reporting Person's awards, which previously were to be settled in shares of News Corporation's Class ] A Common Stock, in cash.

• (4) 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.

• (5) 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").

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

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