NEWS CORP — Director's Dealing 2021

Aug 17, 2021

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[] 2. Issuer Name and Ticker or Trading Symbol 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Pitofsky David B NEWS CORP [NWS]* (Last) (First) (Middle) Director 10% Owner X Officer Other 3. Date of Earliest Transaction (Month/Day/Year) c/o News Corporation (give title below) (specify below) 1211 Avenue of the Americas 08/15/2021 General Counsel (Street) New York NY 10036 4. If Amendment, Date of Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (City) (State) (Zip) (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

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	08/15/2021		M		120,224(1)	A	(2)	167,529	D
Class A Common Stock	08/15/2021		F		68,985(3)	D	$23.52	98,544	D
Class A Common Stock	08/15/2021		M		9,230(4)	A	(5)	107,774	D
Class A Common Stock	08/15/2021		F		5,297(3)	D	$23.52	102,477	D
Class A Common Stock	08/16/2021		S		22,000	D	$23.5545(6)	80,477	D

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
Stock- Settled Performance Stock Units	(7)	08/15/2021		M			120,224(1)	08/15/2021	08/15/2021	Class A Common Stock	120,224	(2)	0	D
Stock- Settled Restricted Stock Units	(8)	08/15/2021		M			9,230(4)	08/15/2021	08/15/2021	Class A Common Stock	9,230	(5)	18,464	D
Stock- Settled Restricted Stock Units	(8)	08/15/2021		A		20,408(9)		(10)	(10)	Class A Common Stock	20,408	$ 0	20,408	D

Explanation of Responses:

1. 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.

2. 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.

3. Represents shares withheld upon vesting of the applicable incentive award to satisfy tax withholding obligations.

4. 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.

5. 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.

6. 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.

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

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

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

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

/s/ Kenneth C. Mertz as Attorney-in-Fact for David B. Pitofsky ** Signature of Reporting Person	08/17/2021
	Date

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).

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