NEWS CORP — Director's Dealing 2014

Apr 1, 2014

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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

(Print or Type Responses)

Print or Type Responses)	Print or Type Responses)
1. Name and Address of Reporting Person*			2. Date of Event Requiring Statement	3. Issuer Name	andTicker or Trading Symbol
NEWS CORP			(Month/Day/Year)	The Rubicon Project, Inc. [RUBI]
			04/01/2014
1211 Avenue of the Americas (Last) (First)		(Middle)		4. Relationship	of Reporting Person(s) to Issuer (Check all applicable)		5. If Amendment, Date of Original Filed (Month/Day/Year)
	(Street)			_____ Director	X 10% Owner		6. Individual or Joint/Group Filing (Check Applicable
				_____ Officer (give	title below) _____ Other (specify below)		Line)
New York, NY 10036							X Form filed by One Reporting Person ___ Form filed by More than One Reporting Person
(City)	(State)	(Zip)		Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security			2. Amount of Securities Beneficially		3. Ownership Form:	4. Nature	of Indirect Beneficial Ownership
(Instr. 4)			Owned		Direct (D) or	(Instr. 5)
			(Instr. 4)		Indirect (I)
					(Instr. 5)
Class B Common Stock(1) (2)			4,190,063		D

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

SEC 1473 (7-02)

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Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security	2. Date Exercisable	3. Title and Amount	of Securities	4. Conversion or	5. Ownership Form	6. Nature of Indirect Beneficial
(Instr. 4)	and Expiration Date	Underlying Derivative Security		Exercise Price of	of Derivative	Ownership
	(Month/Day/Year)	(Instr. 4)		Derivative Security	Security: Direct	(Instr. 5)
	Date Exercisable Expiration Date	Title	Amount or Number of Shares		(D) or Indirect (I) (Instr. 5)
		Class A
Series D Convertible Preferred Stock	(3) (3)	Common Stock	1,406,062	(3)	D
		(2)

Reporting Owners

Reporting Owners
Reporting Owner Name / Address	Relationships Director 10% Owner Officer Other
NEWS CORP
1211 Avenue of the Americas	X
New York, NY 10036

/s/ Michael L. Bunder, Senior Vice President, Deputy General Counsel and Corporate Secretary

Signatures

04/01/2014

**Signature of Reporting Person

Date

Explanation of Responses:

• If the form is filed by more than one reporting person, see Instruction 5(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 Class B Common Stock will automatically convert into Class A Common Stock on a one-for-one basis immediately prior to the completion of the initial public offering of The Rubicon Project, Inc.'s ] (the "Issuer") Common Stock.

Pursuant to the Sixth Amended and Restated Certificate of Incorporation (the "A&R Charter") of the Issuer to be filed immediately prior to the completion of the Issuer's initial public offering, effective

• upon the filing of the A&R Charter each share of Class A Common Stock (including each share of Class A Common Stock issued upon the conversion of shares of the Company's Series D Convertible

• (2) Preferred Stock upon completion of the Issuer's initial public offering ), and each share of Class B Common Stock that is issued and outstanding and has not been converted into Class A Common Stock, will be automatically reclassified and converted into one share of a single class of Common Stock.

• (3)[The Series D Convertible Preferred Stock will automatically convert into 1/2 of a share of Class A Common Stock upon completion of the Issuer's initial public offering of its Common Stock. The ] Convertible Preferred Stock has no expiration date.

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