NEWS CORP — Director's Dealing 2014

Jan 6, 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)	Print or Type Responses)	Print or Type Responses)
1. Name and Address of Reporting Person*				2. Issuer Name			andTicker or Trading Symbol			5. Relationship of Reporting Person(s) to Issuer
BANCROFT NATALIE				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) 01/02/2014						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				01/02/2014				M 6,651 A	(1) 6,651				D
Class A Common Stock				01/02/2014				D 6,651 D	$17.95 0				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)	01/02/2014			M			6,651 (3) (3)		Class A Common Stock 6,651	(1)	0	D

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

Class A 1,740[(4)][(4)] Common 1,740 $17.95 1,740 D Stock

Deferred Stock (2) 01/02/2014 Units

A

Reporting Owners

Signatures Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BANCROFT NATALIE c/o News Corporation 1211 Avenue of the Americas New York, NY 10036 X /s/ Kenneth C. Mertz as Attorney-in-Fact for Natalie Bancroft ** ~~S~~ignature of Reporting Person	01/06/2014
	Date

Signatures

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 January 2, 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.

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