NEWS CORP — Director's Dealing 2015

Mar 2, 2015

FORM 4

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

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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1. Name and Address of Reporting Person 2. Issuer Name and Ticker or Trading Symbol 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Halpin Kevin NEWS CORP (NWS) Director 10% Owner (Last) (First) (Middle) 3. Date of Earliest Transaction (MM/DD/YYYY) Officer Other (give title below) (specify below) c/o News Corporation 1211 Avenue of the Americas 02/27/2015 Officer: Deputy Chief Financial Officer (Street) 4. If Amendment, Date Original Filed (MM/DD/YYYY) 6. Individual or Joint/Group Filing (Check Applicable Line) 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. Transaction 4. Securities Acquired (A) or Disposed of (D) 5. Amount of 6. Ownership 7. Nature of Indirect (Instr 3.) Date Execution Code (Instr. 3, 4 and 5) Securities Form: Beneficial (MM/DD/YYYY) Date, if any (Instr. 8) Beneficially Direct (D) Ownership (MM/DD/YYYY) Owned or (Instr. 4) Following Indirect (I) Reported (Instr. 4) Transactions (Instr. 3 and Code V Amount (A) or (D) Price 4) Class A Common Stock 02/27/2015 S 28289 D $17.30 (1) 0 D

FORM 4 (continued)

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Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. 2. 3. 3A. 4. 5. 6. 7. 8. 9. 10. 11.
Title of Derivative Security Conversion Transaction Deemed Transaction Number of Date Exercisable and Title and Price of Number of Ownership Nature of
(Instr.3) or Date Execution Date Code Derivative Expiration Date Amount of Derivative Derivative Form of Indirect
Exercise (MM/DD/YYYY) (MM/DD/YYYY) (Instr. 8) Securities (MM/DD/YYYY) Underlying Security Securities Derivative Beneficial
Price of Acquired Securities (Instr. 5) Beneficially Securities: Ownership
Derivative (A) or (Instr. 3 and Owned Direct (D) (Instr. 4)
Security Disposed 4) Following or
of (D) Reported Indirect (I)
(Instr. 3, 4 Transaction(s) (Instr. 4)
and 5) (Instr. 4)
Amount
or
(A) Number
or Exercisable Expiration of
Code V Amount (D) Date Date Title Shares
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Explanation of Responses: See attached footnotes page.

• 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).

• /s/ Kenneth C. Mertz as Attorney-in-Fact for Kevin Halpin 3/2/2015

_____ ______ **Signature of Reporting Person Date

• ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

FORM 4 (continued)

Explanation of Responses

• (1) The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $17.23 to $17.34, inclusive. The reporting person undertakes to provide to News Corporation, any security holder of News Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.