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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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) |
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) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Deferred Stock Units | (2) | 07/15/2013 | A | 6,651 (3) | (4) | (4) | Class A Common Stock | 6,651 | (3) | 6,651 | D | ||||
| Deferred Stock Units | (2) | 07/15/2013 | A | 9,262 (3) | (5) | (5) | Class A Common Stock | 9,262 | (3) | 9,262 | D | ||||
| Deferred Stock Units | (2) | 07/15/2013 | A | 6,954 (3) | (6) | (6) | Class A Common Stock | 6,954 | (3) | 6,954 | D | ||||
| Deferred Stock Units | (2) | 07/15/2013 | A | 5,679 (3) | (7) | (7) | Class A Common Stock | 5,679 | (3) | 5,679 | D | ||||
| Deferred Stock Units | (2) | 07/15/2013 | A | 4,626 (3) | (8) | (8) | Class A Common Stock | 4,626 | (3) | 4,626 | D | ||||
| Deferred Stock Units | (2) | 07/15/2013 | A | 4,418 (3) | (9) | (9) | Class A Common Stock | 4,418 | (3) | 4,418 | D | ||||
| Deferred Stock Units | (2) | 07/15/2013 | A | 5,862 (3) | (10) | (10) | Class A Common Stock | 5,862 | (3) | 5,862 | D | ||||
| Deferred Stock Units | (2) | 07/15/2013 | A | 5,273 (3) | (11) | (11) | Class A Common Stock | 5,273 | (3) | 5,273 | D | ||||
| Deferred Stock Units | (2) | 07/15/2013 | A | 4,729 (3) | (12) | (12) | Class A Common Stock | 4,729 | (3) | 4,729 | D | ||||
| Deferred Stock Units | (2) | 07/15/2013 | A | 3,887 (3) | (13) | (13) | Class A Common Stock | 3,887 | (3) | 3,887 | D | ||||
| Deferred Stock Units | (2) | 07/15/2013 | A | 4,162 (3) | (14) | (14) | Class A Common Stock | 4,162 | (3) | 4,162 | D | ||||
| Deferred Stock Units | (2) | 07/15/2013 | A | 5,009 (3) | (15) | (15) | Class A Common Stock | 5,009 | (3) | 5,009 | D | ||||
| Deferred Stock Units | (2) | 07/15/2013 | A | 4,098 (3) | (16) | (16) | Class A Common Stock | 4,098 | (3) | 4,098 | D | ||||
| Deferred Stock Units | (2) | 07/15/2013 | A | 3,775 (3) | (17) | (17) | Class A Common Stock | 3,775 | (3) | 3,775 | D | ||||
| Deferred Stock Units | (2) | 07/15/2013 | A | 3,290 (3) | (18) | (18) | Class A Common Stock | 3,290 | (3) | 3,290 | D | ||||
| Deferred Stock Units | (2) | 07/15/2013 | A | 3,062 (3) | (19) | (19) | Class A Common Stock | 3,062 | (3) | 3,062 | D | ||||
| Deferred Stock Units | (2) | 07/15/2013 | A | 2,825 (3) | (20) | (20) | Class A Common Stock | 2,825 | (3) | 2,825 | D | ||||
| Deferred Stock Units | (2) | 07/15/2013 | A | 2,477 (3) | (21) | (21) | Class A Common Stock | 2,477 | (3) | 2,477 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| BANCROFT NATALIE C/O NEWS CORPORATION 1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036 |
X | |||
| /s/ Kenneth C. Mertz as Attorney-in-Fact for Natalie Bancroft | 07/17/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Shares acquired in a pro rata distribution by Twenty-First Century Fox, Inc. ("Fox") of shares of News Corporation in connection with the separation of News Corporation from Fox. |
| (2) | Each deferred stock unit represents the equivalent of one share of News Corporation Class A Common Stock. |
| (3) | The securities reported are the result of the conversion of deferred stock units originally granted by Fox into deferred stock units of News Corporation in connection with the separation of News Corporation from Fox. The number of deferred stock units received was based on the ratio of the closing price on June 28, 2013 of Fox's Class A common stock and the volume weighted average price of News Corporation's Class A common stock over a 10-day period ending on July 15, 2013. |
| (4) | The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of January 2, 2009. |
| (5) | The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of April 1, 2009. |
| (6) | The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of July 1, 2009. |
| (7) | The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of October 1, 2009. |
| (8) | The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of January 4, 2010. |
| (9) | The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of April 1, 2010. |
| (10) | The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of July 1, 2010. |
| (11) | The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of October 1, 2010. |
| (12) | The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of January 3, 2011. |
| (13) | The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of April 1, 2011. |
| (14) | The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of July 1, 2011. |
| (15) | The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of October 3, 2011. |
| (16) | The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of January 3, 2012. |
| (17) | The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of April 2, 2012. |
| (18) | The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of July 2, 2012. |
| (19) | The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of October 1, 2012. |
| (20) | The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of January 2, 2013. |
| (21) | The deferred stock units become payable in cash upon the fifth anniversary of the original grant date of April 1, 2013. |