NEWS CORP — Director's Dealing 2014

Aug 13, 2014

FORM 4

gecdf Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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)
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, (Last)			1211 Avenue of the Americas (First) (Middle)			3. Date of Earliest 08/11/2014			Transaction (Month/Day/Year)		X Officer (give title below) DeputyChief		_____ Other (specify below) 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)
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) 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)
Performance Share Units			(1)	08/11/2014			A		34,798(2)	08/15/2014 08/15/2014	Class A Common Stock 34,798	(1)	34,798	D

Reporting Owners

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

Signatures

/s/ Kenneth C. Mertz as Attorney-in-Fact for Kevin Halpin 08/13/2014 ** ~~S~~ Date

** ~~S~~ ignature of Reporting Person

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) Each performance share unit is the economic equivalent of one share of the Company's Class A common stock.

• The performance share units were granted to the Reporting Person after the achievement of pre-determined performance measures over the three-year performance period and shall vest on August 15, 2014. The number of performance 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

• (2) 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.

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