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NEWS CORP Director's Dealing 2016

Aug 16, 2016

30325_rns_2016-08-16_af5165dd-5947-40b9-9b3a-9f52561f4618.pdf

Director's Dealing

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

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

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

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

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

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

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

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

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
MURDOCH KEITH RUPERT
Person* 2. Issuer NameandTicker or Trading Symbol
NEWS CORP [NWS]
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
XDirector
10% Owner
XOfficer
(give title below)
Other
(specify below)
5. Relationship of Reporting Person(s) to Issuer (Check
all applicable)
Executive Chairman
6. Individual or Joint/Group Filing
(Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
(Last) (First) (Middle)
c/o News Corporation
1211 Avenue of the Americas
(Street)
New York NY 10036
(City) (State) (Zip)
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
Execution Date, if any
(Month/Day/Year)
3.
Transaction
Code
(Instr. 8)
4. Securities Acquired (A)
or Disposed Of (D) (Instr.
3, 4 and 5)
5. Amount of
Securities
Beneficially Owned
Following Reported
Transaction(s)
(Instr. 3 and 4)
6. Ownership
Form: Direct
(D) or Indirect
(I) (Instr. 4)
7. Nature of
Indirect
Beneficial
Ownership
(Instr. 4)
Code V Amount (A)
or
(D)
Price
Class A Common Stock 08/15/2016 M 103,918 A (1) 103,918 D
Class A Common Stock 08/15/2016 F 61,125(2) D $13.51 42,793 D
Class A Common Stock 08/15/2016 D 42,793 D $13.51 0 D
Class A Common Stock 08/15/2016 M 103,918 A (1) 103,918 D
Class A Common Stock 08/15/2016 F 61,125(2) D $13.51 42,793 D
Class A Common Stock 08/15/2016 D 42,793 D $13.51 0 D

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

1. Title of
Derivative
Security
(Instr. 3)
2.
Conversion
or Exercise
Price of
Derivative
Security
3.
Transaction
Date
(Month/
Day/ Year)
3A.
Deemed
Execution
Date, if any
(Month/
Day /Year)
4.
Transaction
Code
(Instr. 8)
4.
Transaction
Code
(Instr. 8)
5. Number of
Derivative
Securities
Acquired (A)
or Disposed
of (D) (Instr.
3, 4 and 5)
5. Number of
Derivative
Securities
Acquired (A)
or Disposed
of (D) (Instr.
3, 4 and 5)
6. Date Exercisable and
Expiration Date (Month/
Day /Year)
6. Date Exercisable and
Expiration Date (Month/
Day /Year)
7. Title and
Amount of
Securities
Underlying
Derivative
Security (Instr. 3
and 4)
7. Title and
Amount of
Securities
Underlying
Derivative
Security (Instr. 3
and 4)
8. Price of
Derivative
Security
(Instr. 5)
9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported
Transaction
(s) (Instr. 4)
10.
Ownership
Form of
Derivative
Security:
Direct(D)
or Indirect
(I) (Instr.
4)
11. Nature
of Indirect
Beneficial
Ownership
(Instr. 4)
Code V (A) (D) Date
Exercisable
Expiration
Date
(Month/
Day/ Year)
Title Amount
or
Number
of
Shares
Cash-Settled
Performance
Stock Units

(3)
08/15/2016 M 103,918 08/15/2016 08/15/2016 Class A
Common
Stock
103,918 (1) 0
D
Cash-Settled
Performance
Stock Units

(3)
08/15/2016 M 103,918 08/15/2016 08/15/2016 Class A
Common
Stock
103,918 (1) 0
D

Explanation of Responses:

  1. 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. 2. Represents shares withheld upon vesting of cash-settled performance stock units to satisfy tax withholding obligation. 3. Each cash-settled performance stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.
/s/ Kenneth C. Mertz as Attorney-in-Fact for Keith Rupert
Murdoch
08/16/2016
Date

** Signature of Reporting Person

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to 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.