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: MURDOCH KEITH RUPERT (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-15	Class A Common Stock	M	192363	—	Acquired	192363	Direct
2021-08-15	Class A Common Stock	F	116149	$23.52	Disposed	76214	Direct
2021-08-15	Class A Common Stock	D	76214	$23.52	Disposed	0	Direct
2021-08-15	Class A Common Stock	M	13186	—	Acquired	13186	Direct
2021-08-15	Class A Common Stock	F	7962	$23.52	Disposed	5224	Direct
2021-08-15	Class A Common Stock	D	5224	$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	192363	Disposed	2021-08-15	Class A Common Stock (192363)	Direct
2021-08-15	Cash-Settled Restricted Stock Units	$	M	13186	Disposed	2021-08-15	Class A Common Stock (13186)	Direct
2021-08-15	Cash-Settled Restricted Stock Units	$	A	25510	Acquired		Class A Common Stock (25510)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	2182358	Indirect
Class A Common Stock	1000000	Indirect

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: Held by the G&CM Trust which is administered by independent trustees for the benefit of certain of the Reporting Person's children. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

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

F8: Each cash-settled restricted stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock.

F9: The cash-settled restricted stock units were granted as part of the Reporting Person's fiscal 2022 long-term equity incentive award.

F10: The cash-settled restricted stock units will vest in thirds on August 15, 2022, 2023 and 2024, subject to time-based vesting conditions.