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NEWS CORP Director's Dealing 2021

Aug 5, 2021

30325_rns_2021-08-05_77d56e52-1119-4876-825c-af9ba0eb1cce.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

OMB APPROVAL

OMB Number: 3235-0287 Estimated average 0.5 burden hours per response

1. Name and Address of Reporting Person
PANUCCIO SUSAN*
(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)
08/03/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
Director
10% Owner
XOfficer
(give title below)
Other
(specify below)
5. Relationship of Reporting Person(s) to Issuer (Check
all applicable)
Chief Financial Officer
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

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
(1) 08/03/2021 A 144,268(2) 08/15/2021 08/15/2021 Class A
Common
Stock
144,268 (1) 144,268 D

Explanation of Responses:

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

  2. The stock-settled performance stock units were granted to the Reporting Person after the achievement of pre-determined performance measures over the three-year performance period and shall vest on August 15, 2021.

/s/ Kenneth C. Mertz as Attorney-in-Fact for Susan Panuccio 08/05/2021 ** Signature of Reporting Person 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).

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.