NEWS CORP — Director's Dealing 2015

Aug 13, 2015

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM 4

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

Washington, D.C. 20549

OMB APPROVAL

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

OMB Number: 3235-0287 Estimated average 0.5 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 burden hours per or Section 30(h) of the Investment Company Act of 1940 response

	1. Name and Address of Reporting Person*KLEIN JOEL	2. Issuer NameandTicker or Trading SymbolNEWS CORP [NWS]	5. Relationship of Reporting Person(s) to Issuer (Checkall applicable)
	(Last) (First) (Middle)c/o News Corporation1211 Avenue of the Americas(Street)	3. Date of Earliest Transaction (Month/Day/Year)08/11/2015	XDirector 10% Owner Officer(give title below) Other(specify below)
	New York NY 10036(City) (State) (Zip)	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing(Check Applicable Line)XForm filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

	1.Title of Security(Instr. 3)	2. Transaction Date(Month/Day/Year)	2A. Deemed ExecutionDate, if any(Month/Day/Year)	3.TransactionCode(Instr. 8)CodeV	4. Securities Acquired(A) or Disposed Of (D)(Instr. 3, 4 and 5)Amount(A)or(D)Price	5. Amount ofSecuritiesBeneficially OwnedFollowing ReportedTransaction(s)(Instr. 3 and 4)	6. OwnershipForm: Direct(D) or Indirect(I) (Instr. 4)	7. Nature ofIndirectBeneficialOwnership(Instr. 4)

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

1. Title ofDerivativeSecurity(Instr. 3)	2.Conversionor ExercisePrice ofDerivativeSecurity	3.TransactionDate(Month/Day/ Year)	3A.DeemedExecutionDate, if any(Month/Day /Year)	4.TransactionCode(Instr. 8)	4.TransactionCode(Instr. 8)	5. NumberofDerivativeSecuritiesAcquired (A)or Disposedof (D)(Instr. 3, 4and 5)	5. NumberofDerivativeSecuritiesAcquired (A)or Disposedof (D)(Instr. 3, 4and 5)	6. Date Exercisable andExpiration Date (Month/Day /Year)	6. Date Exercisable andExpiration Date (Month/Day /Year)	7. Title andAmount ofSecuritiesUnderlyingDerivative Security(Instr. 3 and 4)	7. Title andAmount ofSecuritiesUnderlyingDerivative Security(Instr. 3 and 4)	8. Price ofDerivativeSecurity(Instr. 5)	9. Number ofDerivativeSecuritiesBeneficiallyOwnedFollowingReportedTransaction(s) (Instr. 4)	10.OwnershipForm ofDerivativeSecurity:Direct(D)or Indirect(I) (Instr.4)	11. Natureof IndirectBeneficialOwnership(Instr. 4)
				Code	V	(A)	(D)	DateExercisable	ExpirationDate(Month/Day/ Year)	Title	AmountorNumberofShares
PerformanceShare Units	(1)	08/11/2015		A		94,397(2)		08/15/2015	08/15/2015	Class ACommonStock	94,397	(1)	94,397	D

Explanation of Responses:

1. Each performance share unit is the economic equivalent of one share of News Corporation's Class A Common Stock. 2. 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, 2015. 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 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.

/s/ Kenneth C. Mertz as Attorney-in-Fact for Joel Klein 08/13/2015 ** Signature of Reporting Person Date

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

• 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).

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