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NEWS CORP — Director's Dealing 2021
Aug 17, 2021
30325_dirs_2021-08-17_8dc856cb-ad8b-406f-99a8-746e5d5f14fc.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: NEWS CORP (NWS)
CIK: 0001564708
Period of Report: 2021-08-15
Reporting Person: Pitofsky David B (General Counsel)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2021-08-15 | Class A Common Stock | M | 120224 | — | Acquired | 167529 | Direct |
| 2021-08-15 | Class A Common Stock | F | 68985 | $23.52 | Disposed | 98544 | Direct |
| 2021-08-15 | Class A Common Stock | M | 9230 | — | Acquired | 107774 | Direct |
| 2021-08-15 | Class A Common Stock | F | 5297 | $23.52 | Disposed | 102477 | Direct |
| 2021-08-16 | Class A Common Stock | S | 22000 | $23.5545 | Disposed | 80477 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2021-08-15 | Stock-Settled Performance Stock Units | $ | M | 120224 | Disposed | 2021-08-15 | Class A Common Stock (120224) | Direct |
| 2021-08-15 | Stock-Settled Restricted Stock Units | $ | M | 9230 | Disposed | 2021-08-15 | Class A Common Stock (9230) | Direct |
| 2021-08-15 | Stock-Settled Restricted Stock Units | $ | A | 20408 | Acquired | Class A Common Stock (20408) | Direct |
Footnotes
F1: Includes dividend equivalents accrued during the performance period that are subject to the same performance-based and time-based vesting conditions as the underlying stock-settled performance stock units.
F2: The stock-settled performance stock units were deemed to have settled for an equivalent number of shares of News Corporation's Class A Common Stock.
F3: Represents shares withheld upon vesting of the applicable incentive award to satisfy tax withholding obligations.
F4: Includes dividend equivalents accrued during the vesting period that are subject to the same time-based vesting conditions as the underlying stock-settled restricted stock units.
F5: The stock-settled restricted stock units were deemed to have settled for an equivalent number of shares of News Corporation's Class A Common Stock.
F6: The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $23.26 to $23.66, 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.
F7: Each stock-settled performance stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.
F8: Each stock-settled restricted stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.
F9: The stock-settled restricted stock units were granted as part of the Reporting Person's fiscal 2022 long-term equity incentive award.
F10: The stock-settled restricted stock units will vest in thirds on August 15, 2022, 2023 and 2024, subject to time-based vesting conditions.