Statement of Changes in Beneficial Ownership (4)
August 17 2021 - 4:03PM
Edgar (US Regulatory)
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 OF SECURITIES
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3235-0287
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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
*
MURDOCH KEITH RUPERT |
2. Issuer Name and Ticker or Trading Symbol
NEWS CORP
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NWS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Chairman |
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(Last)
(First)
(Middle)
C/O NEWS CORPORATION, 1211 AVENUE OF THE AMERICAS |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/15/2021 |
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(Street)
NEW YORK, NY 10036
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 8/15/2021 | | M | | 192363 (1) | A | (2) | 192363 | D | |
| Class A Common Stock | 8/15/2021 | | F | | 116149 (3) | D | $23.52 | 76214 | D | |
| Class A Common Stock | 8/15/2021 | | D | | 76214 | D | $23.52 | 0 | D | |
| Class A Common Stock | 8/15/2021 | | M | | 13186 (4) | A | (5) | 13186 | D | |
| Class A Common Stock | 8/15/2021 | | F | | 7962 (3) | D | $23.52 | 5224 | D | |
| Class A Common Stock | 8/15/2021 | | D | | 5224 | D | $23.52 | 0 | D | |
| Class A Common Stock | | | | | | | | 2182358 | I | By G&CM Trust (6) |
| Class A Common Stock | | | | | | | | 1000000 | I | By K. Rupert Murdoch 2004 Revocable Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 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 | Title | Amount or Number of Shares |
| Cash-Settled Performance Stock Units | (7) | 8/15/2021 | | M | | | 192363 (1) | 8/15/2021 | 8/15/2021 | Class A Common Stock | 192363 | (2) | 0 | D | |
| Cash-Settled Restricted Stock Units | (8) | 8/15/2021 | | M | | | 13186 (4) | 8/15/2021 | 8/15/2021 | Class A Common Stock | 13186 | (5) | 26377 | D | |
| Cash-Settled Restricted Stock Units | (8) | 8/15/2021 | | A | | 25510 (9) | | (10) | (10) | Class A Common Stock | 25510 | $0 | 25510 | D | |
| Explanation of Responses: |
| (1) | Includes dividend equivalents accrued during the performance period that are subject to the same performance-based and time-based vesting conditions as the underlying cash-settled performance stock units. |
| (2) | The cash-settled performance stock units were deemed to have settled for an equivalent number of shares of News Corporation's Class A Common Stock. |
| (3) | Represents shares withheld upon vesting of applicable incentive award to satisfy tax withholding obligations. |
| (4) | Includes dividend equivalents accrued during the vesting period that are subject to the same time-based vesting conditions as the underlying cash-settled restricted stock units. |
| (5) | The cash-settled restricted stock units were deemed to have settled for an equivalent number of shares of News Corporation's Class A Common Stock. |
| (6) | Held by the G&CM Trust which is administered by independent trustees for the benefit of certain of the Reporting Person's children. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
| (7) | Each cash-settled performance stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock. |
| (8) | Each cash-settled restricted stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock. |
| (9) | The cash-settled restricted stock units were granted as part of the Reporting Person's fiscal 2022 long-term equity incentive award. |
| (10) | The cash-settled restricted stock units will vest in thirds on August 15, 2022, 2023 and 2024, subject to time-based vesting conditions. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
MURDOCH KEITH RUPERT
C/O NEWS CORPORATION
1211 AVENUE OF THE AMERICAS
NEW YORK, NY 10036 | X |
| Executive Chairman |
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Signatures
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| /s/ Kenneth C. Mertz as Attorney-in-Fact for Keith Rupert Murdoch | | 8/17/2021 |
| **Signature of Reporting Person | Date |
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