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NEWS CORP Director's Dealing 2017

Apr 5, 2017

30325_rns_2017-04-05_be924cb4-3eef-4f29-8396-ee90bb4036d0.pdf

Director's Dealing

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION
FORM 4 Washington, D.C. 20549 OMB APPROVAL
Check this box if no longer subjectto Section 16. Form 4 or Form 5obligations may continue._See_Instruction 1(b). STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934or Section 30(h) of the Investment Company Act of 1940OMB Number:Estimated averageburden hours perresponse3235-02870.5
1. Name and Address of Reporting Person*Pessoa Ana Paula 2. Issuer NameandTicker or Trading SymbolNEWS CORP [NWS] 5. Relationship of Reporting Person(s) to Issuer (Checkall applicable)
(Last) (First) (Middle)c/o News Corporation1211 Avenue of the Americas(Street) 3. Date of Earliest Transaction (Month/Day/Year)04/03/2017 XDirector 10% Owner Officer(give title below) Other(specify below)
New York NY 10036(City) (State) (Zip) 4. If Amendment, Date of Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line)XForm 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 ExecutionDate, if any(Month/Day/Year) 3.TransactionCode(Instr. 8)CodeV 4. Securities Acquired(A) or Disposed Of (D)(Instr. 3, 4 and 5)Amount(A)or(D)Price 5. Amount ofSecuritiesBeneficially OwnedFollowing ReportedTransaction(s)(Instr. 3 and 4) 6. OwnershipForm: Direct(D) or Indirect(I) (Instr. 4) 7. Nature ofIndirectBeneficialOwnership(Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title ofDerivativeSecurity(Instr. 3) 2.Conversionor ExercisePrice ofDerivativeSecurity 3.TransactionDate(Month/Day/ Year) 3A. DeemedExecutionDate, if any(Month/Day /Year) 4.TransactionCode(Instr. 8) 4.TransactionCode(Instr. 8) 5. NumberofDerivativeSecuritiesAcquired(A) orDisposed of(D) (Instr.3, 4 and 5) 6. Date Exercisable andExpiration Date(Month/ Day /Year) 7. Title and Amountof SecuritiesUnderlyingDerivative Security(Instr. 3 and 4) 8. Price ofDerivativeSecurity(Instr. 5) 9. Number ofDerivativeSecuritiesBeneficiallyOwnedFollowingReportedTransaction(s) (Instr. 4) 10.OwnershipForm ofDerivativeSecurity:Direct(D) orIndirect (I)(Instr. 4) 11. Natureof IndirectBeneficialOwnership(Instr. 4)
Code V (A)(D) DateExercisableExpirationDate(Month/Day/Year) TitleAmountorNumberofShares
DeferredStock Units (1) 04/03/2017 A 2,834 (2) (2) Class ACommonStock2,834 $12.79 37,559(3) D

Explanation of Responses:

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

  2. 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.

/s/ Kenneth C. Mertz as Attorney-in-Fact for Ana Paula Pessoa 04/05/2017

** 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.