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NEWS CORP Director's Dealing 2016

Jan 5, 2016

30325_rns_2016-01-05_801d6536-388a-4141-9a3a-61354d99b716.pdf

Director's Dealing

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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*
(Last) (First) (Middle)
c/o News Corporation
1211 Avenue of the Americas
(Street)
New York NY 10036
(City) (State) (Zip)
2. Issuer NameandTicker or Trading Symbol
NEWS CORP [NWS]
3. Date of Earliest Transaction (Month/Day/Year)
01/04/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
XDirector
10% Owner
Officer
(give title below)
Other
(specify below)
5. Relationship of Reporting Person(s) to Issuer (Check
all applicable)
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 Execution
Date, if any
(Month/Day/Year)
3.
Transaction
Code
(Instr. 8)
3.
Transaction
Code
(Instr. 8)
4. Securities Acquired
(A) or Disposed Of (D)
(Instr. 3, 4 and 5)
4. Securities Acquired
(A) or Disposed Of (D)
(Instr. 3, 4 and 5)
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

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
Deferred
Stock Units
(1) 01/04/2016 A 2,744 (2) (2) Class A
Common
Stock
2,744 $13.21 2,744 D

Explanation of Responses:

  1. Each deferred stock unit represents the equivalent of one share of News Corporation's Class A Common Stock. 2. The deferred stock units become payable in cash on the first trading day of the quarter five years following the grant.
/s/ Kenneth C. Mertz as Attorney-in-Fact for Joel Klein
** Signature of Reporting Person
01/05/2016
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).

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.