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NEWS CORP — Director's Dealing 2021
Dec 9, 2021
30325_rns_2021-12-09_41a3f01e-26e2-4c8d-afec-d6327af176cc.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
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 Person MURDOCH KEITH RUPERT* (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) 12/07/2021 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 byMore thanOneReportingPerson |
|---|---|---|
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 | ||||||
| Class A Common Stock | 2,182,358(1) | I | By GRCLT LLC(2) |
|||||||
| Class A Common Stock | 12/07/2021 | S | 1,000,000 | D | $21.7904(3) | 0 | I | By K. Rupert Murdoch 2004 Revocable Trust |
||
| Class B Common Stock | 07/16/2021 | G(4) | V | 1,057,083 | D | $ 0 | 1,009,446(5) | I | By K. Rupert Murdoch 2004 Revocable Trust |
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 |
Explanation of Responses:
-
Includes 2,182,358 shares previously held by the G&CM Trust and transferred to GRCLT LLC in a transaction exempt from Section 16 pursuant to Rule 16a-13.
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Held by GRCLT LLC which is administered by independent managers 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.
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The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $21.79 to $22.04, 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.
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Represents a charitable gift by the Reporting Person.
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Includes 4,029 shares previously held directly and transferred to the K. Rupert Murdoch 2004 Revocable Trust in a transaction exempt from Section 16 pursuant to Rule 16a13.
| /s/ Kenneth C. Mertz as Attorney-in-Fact for Keith Rupert Murdoch |
12/09/2021 |
|---|---|
| Date |
** Signature of Reporting Person
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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** 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.