Statement of Changes in Beneficial Ownership (4)
August 17 2021 - 4:06PM
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
*
Thomson Robert J |
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)
Chief Executive Officer |
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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 | | 577101 (1) | A | (2) | 577101 | D | |
| Class A Common Stock | 8/15/2021 | | F | | 331141 (3) | D | $23.52 | 245960 | D | |
| Class A Common Stock | 8/15/2021 | | D | | 245960 | D | $23.52 | 0 | D | |
| Class A Common Stock | 8/15/2021 | | M | | 39562 (4) | A | (5) | 39562 | D | |
| Class A Common Stock | 8/15/2021 | | F | | 22701 (3) | D | $23.52 | 16861 | D | |
| Class A Common Stock | 8/15/2021 | | D | | 16861 | D | $23.52 | 0 | D | |
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 | (6) | 8/15/2021 | | M | | | 577101 (1) | 8/15/2021 | 8/15/2021 | Class A Common Stock | 577101 | (2) | 0 | D | |
| Cash-Settled Restricted Stock Units | (7) | 8/15/2021 | | M | | | 39562 (4) | 8/15/2021 | 8/15/2021 | Class A Common Stock | 39562 | (5) | 79128 | D | |
| Cash-Settled Restricted Stock Units | (7) | 8/15/2021 | | A | | 76530 (8) | | (9) | (9) | Class A Common Stock | 76530 | $0 | 76530 | 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) | Each cash-settled performance stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock. |
| (7) | Each cash-settled restricted stock unit is the economic equivalent of one share of News Corporation's Class A Common Stock. |
| (8) | The cash-settled restricted stock units were granted as part of the Reporting Person's fiscal 2022 long-term equity incentive award. |
| (9) | 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 |
Thomson Robert J
C/O NEWS CORPORATION
1211 AVENUE OF THE AMERICAS
NEW YORK, NY 10036 | X |
| Chief Executive Officer |
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Signatures
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| /s/ Kenneth C. Mertz as Attorney-in-Fact for Robert J. Thomson | | 8/17/2021 |
| **Signature of Reporting Person | Date |
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