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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:

  1. 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.

  2. 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.

  3. 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.

  4. Represents a charitable gift by the Reporting Person.

  5. 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.

  • 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.