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NEWS CORP — Director's Dealing 2025
Apr 13, 2025
30325_rns_2025-04-13_9fec4f91-d1f4-4c5f-81bc-fe07b87d6d09.pdf
Director's Dealing
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14 April 2025
For Announcement to the ASX
News Corporation (Nasdaq: NWS, NWSA; ASX: NWS, NWSLV) filed the attached Form 4 with the Securities and Exchange Commission on 11 April 2025. The attached copy was authorized for release to the ASX by the undersigned:
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Michael L. Bunder
Senior Vice President, Deputy General Counsel and Corporate Secretary
About News Corporation
News Corp (Nasdaq: NWS, NWSA; ASX: NWS, NWSLV) is a global, diversified media and information services company focused on creating and distributing authoritative and engaging content and other products and services. The company comprises businesses across a range of media, including: information services and news, digital real estate services and book publishing. Headquartered in New York, News Corp operates primarily in the United States, Australia and the United Kingdom, and its content and other products and services are distributed and consumed worldwide. More information is available at: http:// www.newscorp.com. at: www.newscorp.com.
Contacts:
Investor Relations Corporate Communications Michael Florin Arthur Bochner 212-416-3363 646-422-9671 [email protected] [email protected] Anthony Rudolf 212-416-3040 [email protected]
1211 Avenue of the Americas • New York, NY 10036 newscorp.com
SEC Form 4
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) See Instruction 10.
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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)
BANCROFT NATALIE NEWS CORP [ NWS ]
X Director 10% Owner
(Last) (First) (Middle) 3. Date of Earliest Transaction (Month/Day/Year) Officer (give title below) Other (specify below)
04/09/2025
C/O NEWS CORPORATION
4. If Amendment, Date of Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line)
1211 AVENUE OF THE AMERICAS
X Form filed by One Reporting Person
(Street)
Form filed by More than One Reporting Person
NEW YORK NY 10036
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction 2A. Deemed 3. 4. Securities Acquired (A) or Disposed Of (D) 5. Amount of Securities 6. 7. Nature of Indirect
Date Execution Date, Transaction (Instr. 3, 4 and 5) Beneficially Owned Ownership Beneficial Ownership
(Month/Day/Year) if any Code Following Reported Form: (Instr. 4)
(Month/Day/Year) (Instr. 8) Transaction(s) Direct (D)
(Instr. 3 and 4) or Indirect
Code V Amount (A) or Price (I) (Instr. 4)
(D)
Class A Common Stock 04/09/2025 M 20 A (1) 20 D
Class A Common Stock 04/09/2025 D 20 D $ 23.97 0 D
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative 2. Conversi 3. Transaction 3A. Deemed 4. 5. Number 6. Date 7. Title and Amount of 8. Price 9. Number 10. Owne 11. Nature
Security (Instr. 3) on or Date Execution Date, Transaction of Derivative Exercisable and Securities Underlying of Deriva of derivative rship of Indirect
Exercise (Month/Day/Year) if any Code Securities Expiration Date Derivative Security tive Securities Form: Beneficial
Price of (Month/Day/Year) (Instr. 8) Acquired (A) (Month/Day/Year) (Instr. 3 and 4) Security Beneficially Direct Ownership
Derivative or Disposed (Instr. 5) Owned (D) or (Instr. 4)
Security of (D) (Instr. Following Indirect (
3, 4 and 5) Reported I) (Instr.
Transaction 4)
Amount (s) (Instr. 4)
Date Ex Expira or
ercisabl tion Number
Code V (A) (D) e Date Title of Shares
Class A
Deferred Stock Units (2) 04/09/2025 A 186 (3) (3) 186 $ 23.97 44,245 (4) D
Common Stock
Class A
Deferred Stock Units (2) 04/09/2025 M 20 (5) (5) 20 (1) 44,225 (4) D
Common Stock
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Explanation of Responses:
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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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Represents dividend equivalents accrued with respect to deferred stock units previously granted, which become payable in cash upon vesting of the underlying deferred stock units.
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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, which represent dividend equivalents accrued on deferred stock units held as of the dividend record date that vested on April 1, 2025, became payable in cash on the dividend payment date of April 9, 2025.
Remarks:
| /s/ Kenneth C. Mertz as Attorney-in- Fact for Natalie Bancroft ** Signature of Reporting Person |
04/11/2025 |
|---|---|
| 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.