NEWS CORP — Director's Dealing 2014

Apr 2, 2014

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

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).

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)

1. Name and Address	of Reporting Person*	of Reporting Person*		2. Issuer Name	2. Issuer Name	2. Issuer Name	andTicker or Trading Symbol	andTicker or Trading Symbol		5. Relationship of Reporting Person(s) to Issuer	5. Relationship of Reporting Person(s) to Issuer	5. Relationship of Reporting Person(s) to Issuer
BARNES PETER				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) 04/01/2014						X Director _____ Officer (give title below)		_ 10% Owner ___ 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			04/01/2014				M 9,262 A	(1) 11,251				D
Class A Common	Stock			04/01/2014				D 9,262 D	$17.44 1,989				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		7. Title and Amount of	8. Price of	9. Number	10.		11. Nature
Security	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		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)
Deferred Stock Units	(2)	04/01/2014			M			9,262 (3) (3)		Class A Common Stock 9,262	(1)	0	D

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

Class A[(4)] Common 1,791 $17.44 1,791 D Stock

Deferred Stock (2) 04/01/2014 Units

1,791

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[(4)]

Reporting Owners

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

Signatures

/s/ Kenneth C. Mertz as Attorney-in-Fact for Peter Barnes 04/02/2014 ** ~~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) 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 April 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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