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NEWS CORP Director's Dealing 2021

Jul 6, 2021

30325_rns_2021-07-06_830f7ac8-c2b9-4beb-b3c2-2d13c868f5c6.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[] 2. Issuer Name and Ticker or Trading Symbol 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Pessoa Ana Paula NEWS CORP [NWS]* (Last) (First) (Middle) X Director 10% Owner Officer Other 3. Date of Earliest Transaction (Month/Day/Year) c/o News Corporation (give title below) (specify below) 1211 Avenue of the Americas 07/01/2021 (Street) 6. Individual or Joint/Group Filing New York NY 10036 4. If Amendment, Date of Original Filed (Month/Day/Year) (Check Applicable Line) (City) (State) (Zip) 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 07/01/2021 M 3,391 A (1) 3,391 D
Class A Common Stock 07/01/2021 D 3,391 D $26.14 0 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
Deferred
Stock
Units
(2) 07/01/2021 M 3,391 (3) (3) Class A
Common
Stock
3,391 (1) 56,747(4) D
Deferred
Stock
Units
(2) 07/01/2021 A 1,673 (5) (5) Class A
Common
Stock
1,673 $26.14 58,420(4) D

Explanation of Responses:

  1. The deferred stock units were deemed to have settled for the cash value of an equivalent number of shares of News Corporation's Class A Common Stock.

  2. Each deferred stock unit represents the equivalent of one share of News Corporation's Class A Common Stock.

  3. The deferred stock units became payable in cash on July 1, 2021, the first trading day of the quarter five years following the grant.

  4. Represents the aggregate number of deferred stock units held by the Reporting Person, including deferred stock units accrued as a result of dividend equivalents that vest on the same terms as the respective underlying deferred stock units. The reported deferred stock units become payable in cash on the earlier of (i) the first trading day of the quarter five years following the respective grant and (ii) the Reporting Person's end of service as a Director.

  5. The deferred stock units become payable in cash on the earlier of (i) the first trading day of the quarter five years following the grant and (ii) the Reporting Person's end of service as a Director.

/s/ Kenneth C. Mertz as Attorney-in-Fact for Ana Paula Pessoa 07/06/2021 ** 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.