NEWS CORP — Director's Dealing 2015

Jan 6, 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) BANCROFT NATALIE 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 01/02/2015 (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 01/04/2015 M 4626 A (1) 4626 D Class A Common Stock 01/04/2015 D 4626 D $15.59 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 Amount Price of Number of Ownership Nature of
(Instr.3) or Date Execution Date Code Derivative Expiration Date of Underlying Derivative Derivative Form of Indirect
Exercise (MM/DD/YYYY) (MM/DD/YYYY) (Instr. 8) Securities (MM/DD/YYYY) Securities Security Securities Derivative Beneficial
Price of Acquired (Instr. 3 and 4) (Instr. 5) Beneficially Securities: Ownership
Derivative (A) or Owned Direct (D) (Instr. 4)
Security Disposed 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
Deferred Stock Units (2) 01/02/2015 A 2004 A (3) (3) Class A 2004 $15.59 2004 D
Common
Stock
Deferred Stock Units (2) 01/04/2015 M 4626 D (4) (4) Class A 4626 (1) 0 D
Common
Stock
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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).

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

/s/ Kenneth C. Mertz as Attorney-in-Fact for Natalie 1/6/2015 Bancroft __ _________ Date **Signature of Reporting Person

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FORM 4 (continued)

Explanation of Responses

• (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's Class A Common Stock.

• (3) The deferred stock units become payable in cash upon the fifth anniversary of the grant date.

• (4) The deferred stock units became payable in cash on January 4, 2015, the fifth anniversary of the grant date.