NEWS CORP — Director's Dealing 2016

Aug 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEWS CORP (NWS)
CIK: 0001564708
Period of Report: 2016-08-15

Reporting Person: Thomson Robert J (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-15	Class A Common Stock	M	207837	—	Acquired	207837	Direct
2016-08-15	Class A Common Stock	F	116015	$13.51	Disposed	91822	Direct
2016-08-15	Class A Common Stock	D	91822	$13.51	Disposed	0	Direct
2016-08-15	Class A Common Stock	M	90928	—	Acquired	90928	Direct
2016-08-15	Class A Common Stock	F	50757	$13.51	Disposed	40171	Direct
2016-08-15	Class A Common Stock	D	40171	$13.51	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-15	Cash-Settled Performance Stock Units	$	M	207837	Disposed	2016-08-15	Class A Common Stock (207837)	Direct
2016-08-15	Cash-Settled Performance Stock Units	$	M	90928	Disposed	2016-08-15	Class A Common Stock (90928)	Direct

Footnotes

F1: The cash-settled performance stock units were deemed to have settled for an equivalent number of shares of News Corporation's Class A Common Stock.

F2: Represents shares withheld upon vesting of cash-settled performance stock units to satisfy tax withholding obligation.

F3: Each cash-settled performance stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.