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NEWS CORP — Director's Dealing 2021
Jan 5, 2021
30325_rns_2021-01-05_98c66226-3156-4c46-81d0-e807a9dacee6.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 AZNARJOSE MARIA* (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) 01/04/2021 4. If Amendment, Date of Original Filed (Month/Day/Year) |
XDirector 10% Owner Officer (give title below) Other (specify below) 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) 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 | 01/04/2021 | M | 2,744 | A | (1) | 3,831 | D | |||
| Class A Common Stock | 01/04/2021 | D | 2,744 | D | $18.16 | 1,087 | 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) | 01/04/2021 | M | 2,744 | (3) | (3) | Class A Common Stock |
2,744 | (1) | 58,854(4) | D | ||||
| Deferred Stock Units |
(2) | 01/04/2021 | A | 2,271 | (5) | (5) | Class A Common Stock |
2,271 | $18.16 | 61,125(4) | D |
Explanation of Responses:
-
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.
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Each deferred stock unit represents the equivalent of one share of News Corporation's Class A Common Stock.
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The deferred stock units became payable in cash on January 4, 2021, the first trading day of the quarter five years following the grant.
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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.
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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 Jose Maria Aznar 01/05/2021 ** Signature of Reporting Person Date
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.