NEWS CORP — Director's Dealing 2021

Aug 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NEWS CORP (NWS)
CIK: 0001564708
Period of Report: 2021-08-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-15	Class A Common Stock	M	577101	—	Acquired	577101	Direct
2021-08-15	Class A Common Stock	F	331141	$23.52	Disposed	245960	Direct
2021-08-15	Class A Common Stock	D	245960	$23.52	Disposed	0	Direct
2021-08-15	Class A Common Stock	M	39562	—	Acquired	39562	Direct
2021-08-15	Class A Common Stock	F	22701	$23.52	Disposed	16861	Direct
2021-08-15	Class A Common Stock	D	16861	$23.52	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-15	Cash-Settled Performance Stock Units	$	M	577101	Disposed	2021-08-15	Class A Common Stock (577101)	Direct
2021-08-15	Cash-Settled Restricted Stock Units	$	M	39562	Disposed	2021-08-15	Class A Common Stock (39562)	Direct
2021-08-15	Cash-Settled Restricted Stock Units	$	A	76530	Acquired		Class A Common Stock (76530)	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 cash-settled performance stock units.

F2: 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.

F3: Represents shares withheld upon vesting of 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 cash-settled restricted stock units.

F5: The cash-settled restricted stock units were deemed to have settled for an equivalent number of shares of News Corporation's Class A Common Stock.

F6: Each cash-settled performance stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.

F7: Each cash-settled restricted stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.

F8: The cash-settled restricted stock units were granted as part of the Reporting Person's fiscal 2022 long-term equity incentive award.

F9: The cash-settled restricted stock units will vest in thirds on August 15, 2022, 2023 and 2024, subject to time-based vesting conditions.